




                                                           Exhibit 10.05


                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN



                                 January 1, 2001







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                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN


                                TABLE OF CONTENTS

                                                                         Page



SECTION 1.  ESTABLISHMENT AND PURPOSE......................................1

   1.1   ESTABLISHMENT OF THE PLAN.........................................1
   1.2   PURPOSE OF THE PLAN...............................................1

SECTION 2.  DEFINITIONS....................................................2

   2.1   DEFINITIONS.......................................................2
   2.2   GENDER AND NUMBER.................................................4

SECTION 3.  ELIGIBILITY AND PARTICIPATION..................................5

   3.1   ELIGIBILITY.......................................................5
   3.2   ELECTION OF COMPENSATION PAYMENT..................................5
   3.3   PAYMENT OF COMPANY STOCK..........................................5
   3.4   STOCK.............................................................6
   3.5   ISSUANCE OF COMPANY STOCK.........................................6
   3.6   EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES IN CAPITAL STRUCTURE..6
   3.7   LIMITATION ON OWNERSHIP...........................................6

SECTION 4.  ELECTION TO DEFER..............................................8

   4.1   DEFERRAL ELECTION.................................................8
   4.2   DEFERRAL PERIOD...................................................8
   4.3   ELECTION TO DEFER A PREVIOUSLY DEFERRED AMOUNT....................8

SECTION 5.  CREDITING AND INVESTMENT OF DEFERRALS.........................10

   5.1   DCD LEDGER.......................................................10
   5.2   ADJUSTMENT OF AMOUNTS CREDITED TO GROWTH INCREMENT LEDGER........10
   5.3   ADJUSTMENT OF AMOUNTS CREDITED TO COMPANY STOCK LEDGER...........10
   5.4   DEEMED INVESTMENTS NOT ACTUAL INVESTMENTS........................10
   5.5   CHARGES AGAINST DCD LEDGER.......................................11

SECTION 6.  PAYMENT OF DEFERRED AMOUNTS...................................12

   6.1   PAYMENT OF DEFERRED AMOUNTS......................................12
   6.2   MANNER OF PAYMENT................................................12
   6.3   FORM OF PAYMENT..................................................12
   6.4   ACCELERATION OF PAYMENTS.........................................13
   6.5   FINANCIAL EMERGENCY..............................................13

SECTION 7.  BENEFICIARY DESIGNATION.......................................14

   7.1   DESIGNATION OF BENEFICIARY.......................................14
   7.2   DEATH OF BENEFICIARY.............................................14
   7.3   INEFFECTIVE DESIGNATION..........................................14

SECTION 8.  CHANGE IN CONTROL PROVISIONS..................................16

   8.1   ACCELERATED DISTRIBUTIONS UPON CHANGE IN CONTROL.................16
   8.2   TAX COMPUTATION..................................................16
   8.3   NO SUBSEQUENT RECALCULATION OF TAX LIABILITY.....................16
   8.4   SUCCESSORS.......................................................17
   8.5   AMENDMENT AND TERMINATION AFTER CHANGE IN CONTROL................17

SECTION 9.  GENERAL PROVISIONS............................................18

   9.1   CONTRACTUAL OBLIGATION...........................................18
   9.2   UNSECURED INTEREST...............................................18
   9.3   "RABBI"TRUST.....................................................18
   9.4   NONALIENATION OF BENEFITS........................................18
   9.5   SEVERABILITY.....................................................19
   9.6   NO INDIVIDUAL LIABILITY..........................................19
   9.7   APPLICABLE LAW...................................................19

SECTION 10.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION...............20

   10.1  IN GENERAL.......................................................20
   10.2  CLAIMS PROCEDURE.................................................20
   10.3  FINALITY OF DETERMINATION........................................20
   10.4  DELEGATION OF AUTHORITY..........................................20
   10.5  EXPENSES.........................................................20
   10.6  TAX WITHHOLDING..................................................20
   10.7  INCOMPETENCY.....................................................20
   10.8  ACTION BY COMPANY................................................21
   10.9  NOTICE OF ADDRESS................................................21
   10.10 AMENDMENT AND TERMINATION........................................21

SECTION 11.  EXECUTION....................................................22





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                                                         1


                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN

                      SECTION 1. ESTABLISHMENT AND PURPOSE


1.1      Establishment   of  the  Plan.   SCANA   Corporation   (the  "Company")
         established  the SCANA  Corporation  Nonemployee  Director  Stock Plan,
         effective as of January 1, 1997.  Effective as of January 1, 2001,  the
         plan is  renamed  the  "SCANA  Corporation  Director  Compensation  and
         Deferral Plan" (hereinafter called the "Plan") and amended and restated
         to include a deferred compensation component.

1.2      Purpose  of the  Plan.  The  purpose  of the  Plan  is to  promote  the
         achievement  of  long-term  objectives  of the  Company by linking  the
         personal interests of Nonemployee Directors, as defined in Section 2(r)
         herein,  to those of the  Company's  shareholders  and to  attract  and
         retain  Nonemployee  Directors of  outstanding  competence by mandating
         that  sixty  percent  (60%)  (plus  a  round-up  amount  in lieu of any
         fractional share) of the Retainer Fee of each Participant as defined in
         Section 2(u) herein,  be paid in Company  Stock,  unless such amount is
         voluntarily  deferred  to a future date in  accordance  with the Plan's
         terms.  The Plan is intended to conform to the provisions of Rule 16b-3
         of the Securities  Exchange Act of 1934, as amended, or any replacement
         rule in effect from time to time ("Rule 16b-3"). The Plan also provides
         a means by which  Nonemployee  Directors may defer  certain  additional
         amounts to some future period.



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                                              SECTION 2.  DEFINITIONS

2.1      Definitions.  Whenever used herein,  the following terms shall have the
         meanings set forth below, unless otherwise expressly provided herein or
         unless a different meaning is plainly required by the context, and when
         the defined meaning is intended, the term is capitalized:

         (a)      "Act" means the Securities Exchange Act of 1934, as amended.

         (b) "Beneficial  Owner" shall have the meaning ascribed to such term in
         Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

         (c)   "Beneficiary"   means  any  person  or  entity   who,   upon  the
         Participant's death, is entitled to receive the Participant's  benefits
         under the Plan in accordance with Section 7 hereof.

         (d) "Board of Directors" means the board of directors of the Company.

         (e) "Change in  Control"  means a change in control of the Company of a
         nature  that would be  required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A  promulgated  under the Exchange Act,
         whether  or  not  the  Company  is  then  subject  to  such   reporting
         requirements;  provided  that,  without  limitation,  such a Change  in
         Control shall be deemed to have occurred if:

                  (i) Any Person (as defined in Section  3(a)(9) of the Exchange
                  Act and used in Sections 13(d) and 14(d) thereof,  including a
                  "group"  as  defined  in  Section  13(d))  is or  becomes  the
                  Beneficial  Owner,  directly  or  indirectly,  of  twenty-five
                  percent  (25%)  or more of the  combined  voting  power of the
                  outstanding shares of capital stock of the Company;

                  (ii)  During  any  period of two (2)  consecutive  years  (not
                  including  any  period  prior to the  execution  of this Plan)
                  there shall  cease to be a majority of the Board of  Directors
                  comprised as follows: individuals who at the beginning of such
                  period   constitute   the  Board  of  Directors  and  any  new
                  director(s)  whose  election  by the  Board  of  Directors  or
                  nomination  for  election by the  Company's  stockholders  was
                  approved  by a  vote  of at  least  two-thirds  (2/3)  of  the
                  directors  then still in office who either were  directors  at
                  the  beginning of the period or whose  election or  nomination
                  for election was previously so approved;

                  (iii) The issuance of an Order by the  Securities and Exchange
                  Commission (SEC),  under Section 9(a)(2) of the Public Utility
                  Holding  Company Act of 1935 (the "1935 Act"),  authorizing  a
                  third  party  to  acquire  five  percent  (5%)  or more of the
                  Company's voting shares of capital stock; or

                  (iv) The  shareholders  of the  Company  approve  a merger  or
                  consolidation of the Company with any other corporation, other
                  than a merger  or  consolidation  which  would  result  in the
                  voting  shares of  capital  stock of the  Company  outstanding
                  immediately  prior thereto  continuing to represent (either by
                  remaining outstanding or by being converted into voting shares
                  of capital  stock of the  surviving  entity)  at least  eighty
                  percent  (80%) of the  combined  voting  power  of the  voting
                  shares  of  capital  stock of the  Company  or such  surviving
                  entity   outstanding   immediately   after   such   merger  or
                  consolidation;  or the  shareholders  of the Company approve a
                  plan of complete  liquidation  of the Company or an  agreement
                  for  the  sale  or  disposition  by  the  Company  of  all  or
                  substantially all of the Company's assets.

         (f) "Code" means the Internal Revenue Code of 1986, as amended.

         (g) "Company" means SCANA Corporation, a South Carolina corporation, or
any successor thereto.

         (h) "Company Stock" means the no par value common stock of the Company.
         In the event of a change in the  capital  structure  of the Company (as
         provided in Section 3.6), the shares resulting from such a change shall
         be deemed to be Company Stock within the meaning of the Plan.

         (i) "Company  Stock Ledger"  means an  appropriate  bookkeeping  record
         established in the DCD Ledger for which amounts  credited are converted
         into hypothetical credited shares of Company Stock.

          (j)  "Compensation"  means Retainer Fees,  meeting attendance fees and
         conference  fees payable to such a Participant  during a Service Period
         by the Company.

         (k)  "Director"  means an  individual  who is a member  of the Board of
Directors.

         (l) "DCD Ledger" means an appropriate bookkeeping record which shall be
         established for each Participant  which shall reflect:  (1) the amounts
         deferred on behalf of each Participant; and (2) the crediting of deemed
         investments  (and  hypothetical  earnings on those deemed  investments)
         with respect to amounts deferred on behalf of each Participant.

         (m)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (n) "Fair Market Value" of Company Stock shall mean:

                  (i) if the Company Stock is original issue stock,  the average
         of the  high  and low  sale  prices  of a share  of the  Company  Stock
         reported on the New York Stock Exchange  Composite Tape as published in
         The Wall Street Journal for the trading date immediately  preceding the
         date Company Stock is awarded to a Participant;

                  (ii) if the Company Stock is purchased on the open market, the
         cost incurred by the Company to purchase such Company Stock;

                  (iii) in the case of any  distribution,  the closing price for
         shares of Company  Stock on the New York Stock  Exchange on the date of
         distribution; and

                  (iv) in the case of any other transaction  hereunder  designed
         to track the investment or reinvestment  of Company Stock,  the closing
         price for shares of Company Stock on the New York Stock Exchange on the
         measuring date.

         (o) "Growth Increment" means the amount of interest credited to amounts
         credited to a Participant's Growth Increment Ledger.

         (p) "Growth Increment Ledger" means an appropriate  bookkeeping  record
         established  in the DCD  Ledger for which  amounts  are  credited  with
         Growth Increments.

         (q) "Investor Plan" means the SCANA Investor Plus Plan.

         (r)  "Nonemployee  Director"  means  a  Director  who is not  currently
         employed  by the  Company or any  subsidiary  of the  Company  (without
         regard to  whether  such  individual  was  previously  employed  by the
         Company).

         (s)  "Participant"   means  a  Nonemployee   Director   satisfying  the
eligibility requirements of Section 3.

         (t)  "Plan"  means  the SCANA  Corporation  Director  Compensation  and
Deferral Plan.

         (u) "Retainer  Fees" means the amount of  compensation  payable to each
         Participant  with  respect to  services  rendered  to the  Company as a
         Director  for the Service  Period.  Such term does not include fees for
         attending meetings of the Board of Directors or committees of the Board
         of Directors and also does not include conference fees.

         (v) "Rule  16b-3"  means  Rule  16b-3 of the Act,  as  amended,  or any
         replacement rule in effect from time to time.

         (w) "Service Period" means a calendar year.

2.2      Gender and Number.  Except when otherwise indicated by the context, any
         masculine  terminology  used herein also shall include the feminine and
         the  feminine  shall  include  the  masculine,  and the use of any term
         herein in the singular may also include the plural and the plural shall
         include the singular.


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                                     SECTION 3.  ELIGIBILITY AND PARTICIPATION

3.1 Eligibility.  All Nonemployee  Directors shall  automatically be eligible to
participate in this Plan.

3.2      Election of Compensation Payment.

         (a) Unless  otherwise  deferred  in  accordance  with  Section 4, sixty
         percent (60%) of each Participant's  Retainer Fee amounts shall be paid
         to the  Participant as soon as practicable  after the beginning of each
         calendar  quarter  (as  determined  by the Board of  Directors  (or its
         delegate)) and such payment shall be made entirely in shares of Company
         Stock.

         (b)  Unless  otherwise  deferred  in  accordance  with  Section  4, the
         remaining  forty  percent (40%) of each  Participant's  Retainer Fee as
         well  as one  hundred  percent  (100%)  of each  Participant's  meeting
         attendance and conference fees shall be paid to the Participant at such
         times  determined by the Board of Directors or its  delegate.  Within a
         reasonable  period of time  before  any  amounts  are paid  under  this
         Section  3.2(b),  each  Participant  shall  elect (in  accordance  with
         procedures  established  by the  Board of  Directors  or its  delegate)
         whether to receive the amounts  otherwise  payable  under this  Section
         3.2(b) all in cash or all in shares of Company Stock.

         (c) With  respect to all  payments in Company  Stock under this Section
         3.2, and subject to Section 3.3, each Participant  shall be entitled to
         a number of shares of Company  Stock  equal to the  smallest  number of
         whole shares of Company  Stock which,  when  multiplied  by Fair Market
         Value would equal no less than the  equivalent  amount of  Compensation
         otherwise payable to the Participant.  Any remaining amounts owed shall
         be paid in cash.

3.3      Payment of Company Stock.  In connection with amounts to be paid during
         a  Service  Period  under  Section  3.2  which  are paid in the form of
         Company Stock, each Participant may elect to have the shares of Company
         Stock to be issued  to him  pursuant  to the Plan  during  the  Service
         Period  registered  in his name.  In such  case,  all shares of Company
         Stock to be paid shall be issued as promptly as  practicable  after the
         amounts are otherwise  payable.  If a Participant does not make such an
         election,  all shares  issued  pursuant  to the Plan during the Service
         Period will be  deposited  into an account in his name in the  Investor
         Plan. If the Participant is elected to be a Nonemployee Director during
         the Service Period,  the election to have the shares  registered in his
         name  may be  made at any  time  between  his  election  and  the  next
         regularly  scheduled  Board of Directors'  meeting.  All cash dividends
         paid on shares  deposited in the Investor  Plan will be  reinvested  in
         additional shares of Company Stock unless the Participant  notifies the
         Investor  Plan in  accordance  with the terms  thereof that he does not
         want to  reinvest  such  dividends.  During  the last  quarter  of each
         calendar  year in which  there is a change  in the  prospectus  for the
         Investor Plan, all Participants  who have not been provided  previously
         with a copy of such changed prospectus shall be provided with a copy of
         the   then-current   prospectus.   In  addition,   each   newly-elected
         Participant  who is not a  participant  in the  Investor  Plan shall be
         given an Investor Plan prospectus shortly after his election.

3.4      Stock. Company Stock issued pursuant to the Plan may be either original
         issue or stock  purchased on the open market.  The Company has reserved
         an  aggregate of 100,000  shares of original  issue  Company  Stock for
         issuance  pursuant to the Plan and has  registered  100,000 shares with
         the  Securities  and  Exchange  Commission  on a Form S-8.  The maximum
         number of shares  that may be issued  pursuant  to this Plan is 100,000
         shares  subject to  adjustment as provided in Section 3.6. In the event
         of a change in the capital  structure  of the  Company (as  provided in
         Section 3.6), the shares  resulting from such change shall be deemed to
         be Company Stock within the meaning of the Plan.  The aggregate  number
         of shares of Company Stock reserved shall be reduced by the issuance of
         shares under the Plan.

3.5      Issuance of Company Stock.  Notwithstanding anything in this Plan to
         the contrary:

         (a)  The  Company  shall  not be  required  to  issue  or  deliver  any
         certificate  for shares of Company  Stock to a  Participant  before (i)
         such  shares  have  been  admitted  to  listing  on the New York  Stock
         Exchange,  (ii) the Company has received any required  registration  or
         other  qualification  of such shares  under any state or federal law or
         regulation  that the Company's  counsel shall determine is necessary or
         advisable and (iii) the Company is satisfied that all applicable  legal
         requirements  have  been  complied  with.  The  Company  may place on a
         certificate  representing  Company Stock any legend deemed necessary by
         the Company's  counsel to comply with federal or state securities laws.
         Until the  Participant  has been issued a certificate for the shares of
         Company Stock acquired,  the  Participant  shall possess no shareholder
         rights with respect to the shares.

         (b) If at any time there may not be sufficient  shares  available under
         the Plan to permit  the awards of Company  Stock,  the awards  shall be
         reduce pro rata (to zero,  if necessary) so as not to exceed the number
         of shares then available for issuance under the Plan.

3.6      Effect of Stock  Dividends  and Other  Changes  in  Capital  Structure.
         Appropriate  adjustments shall be made  automatically to the number and
         kind of shares to be issued under the Plan,  as well as to any deferred
         amounts credited to a Participant's  Company Stock Ledger and any other
         relevant  provisions  of the  Plan,  if there  are any  changes  in the
         Company Stock by reason of a stock dividend,  stock split,  combination
         of  shares,  spin-off,  reclassification,   recapitalization,   merger,
         consolidation   or  other  change  in  the   Company's   capital  stock
         (including,   but  not  limited   to,  the   creation  or  issuance  to
         shareholders generally of rights, options, or warrants for the purchase
         of common stock or preferred  stock of the Company).  If the adjustment
         would  produce  fractional  shares,  the  fractional  shares  shall  be
         eliminated  by rounding to the nearest  whole  share.  Any  adjustments
         shall  be made  in a  manner  consistent  with  Rule  16b-3.  Any  such
         adjustments  shall  neither  enhance  nor  diminish  the  rights  of  a
         Participant  and the Company shall pay all costs of  administering  the
         Plan, including all commissions with respect to open market purchases.

3.7      Limitation  on  Ownership.  No single  officer or director  may acquire
         under the Plan more than one  percent of the  shares of  Company  Stock
         outstanding at the time the Plan is adopted. In addition, together with
         all plans of SCANA  Corporation  (not otherwise exempt from shareholder
         approval  under Rule 312.03 of the New York Stock  Exchange)  this Plan
         shall not  authorize  the issuance of more than five percent of Company
         Stock outstanding at the time the Plan is adopted.


<PAGE>


                                           SECTION 4.  ELECTION TO DEFER


4.1      Deferral  Election.  Subject to the  conditions set forth in this Plan,
         and  such  procedures   established  by  the  Board  of  Directors,   a
         Participant may elect to defer amounts of Compensation as follows:

          (a)     At least 10 days before the beginning of each Service  Period,
                  a Participant  irrevocably may elect, by written notice to the
                  Company's  Secretary (or his designee),  to defer a portion of
                  his  Compensation  for such Service  Period.  In the case of a
                  Participant  elected  to the  Board of  Directors  during  the
                  Service Period,  the Participant may elect,  within 30 days of
                  his election to the Board of Directors,  to defer a portion of
                  his  Compensation  payable  subsequent to his  election.  Such
                  election shall specify either that:

                  (i)      the  Participant  elects to defer one hundred percent
                           (100%) of his  Compensation  and designates  that all
                           such deferrals shall be credited to the Company Stock
                           Ledger on his behalf; or

                  (ii)     the  Participant  elects to defer up to forty percent
                           (40%)  of his  Retainer  Fee  and  up to one  hundred
                           percent   (100%)  of  his  meeting   attendance   and
                           conference   fees  and   designates   that  all  such
                           deferrals shall be credited on his behalf one hundred
                           percent (100%) to the Growth  Increment Ledger or one
                           hundred percent (100%) to the Company Stock Ledger.

          (b)     The deferral election  specified in (a) above shall be applied
                  to the  Participant's  Compensation for each Service Period to
                  which the deferral election applies.

         (c)      If a  Participant  makes a  deferral  election  under  Section
                  4.1(a)  whereby  amounts are  credited  to the  Company  Stock
                  Ledger on his behalf,  such  Participant  shall also elect, in
                  conjunction with that deferral election, whether amounts equal
                  to dividends  attributable to shares of Company Stock credited
                  to his Company  Stock Ledger shall be paid  directly to him in
                  cash or deemed reinvested pursuant to Section 5.3.

4.2      Deferral  Period.  With respect to deferrals  made in  accordance  with
         Section 4.1,  each  Participant  must elect a deferral  period for each
         annual  deferral.  Subject to the  additional  deferral  provisions  of
         Section  4.3  and  the  acceleration   provisions  of  Section  6.4,  a
         Participant's deferral period may be for a specified number of years or
         until a specified date,  subject to any  limitations  that the Board of
         Directors (or its delegate) in its discretion may choose to apply.

4.3      Election to Defer a Previously Deferred Amount.

         (a)      Subject  to the  acceleration  provisions  of  Section  6.4, a
                  Participant  may request that the Board of  Directors  (or its
                  delegate)  approve an additional  deferral  period of at least
                  twelve  (12) months with  respect to any  previously  deferred
                  amount. Any such request must be made by written notice to the
                  Board of  Directors  (or its  delegate)  at least  twelve (12)
                  months before the  expiration  of the deferral  period for any
                  previously deferred amount with respect to which an additional
                  deferral  election  is  requested.  Such  additional  deferral
                  election  request  may be  made  for  each  separate  deferral
                  previously made.

               (b)  Notwithstanding  the additional  deferral  election requests
                    made by the Participant pursuant to Subsection 4.3(a) above,
                    neither the deferral  period  elected nor the related manner
                    of payment elected shall be  automatically  binding upon the
                    Company  by the mere fact of the  election  requests  having
                    been made.  The Board of Directors (or its  delegate)  shall
                    review each such election submitted and determine whether or
                    not it is in the best  interest of the Company to accept the
                    elections  as   submitted.   Such  Board  of  Directors  (or
                    delegate)  review will be made on a  case-by-case  basis and
                    all  determinations  shall be made by the Board of Directors
                    (or its delegate) in its sole and complete  discretion after
                    consideration   of  such  factors  as  it  deems   relevant,
                    including  broad  economic  and policy  implications  to the
                    Company of approving any request. The Board of Directors, or
                    its  delegate,  shall  notify  each  Participant  in writing
                    within the first  sixty  (60) days of the twelve  (12) month
                    period  noted in  Section  4.3(a)  above as to  whether  the
                    deferral period and related manner of payment  elections are
                    accepted by the Board of Directors as submitted, and if not,
                    the terms upon which such  elections  would be accepted;  in
                    the latter instance, the Participant shall, no later than on
                    the seventy-fifth (75th) day of the twelve (12) month period
                    noted in Section  4.3(a),  inform the Board of Directors (or
                    its  delegate) in writing of his  acceptance or rejection of
                    the  terms  proffered  by the  Board  of  Directors  (or its
                    delegate). All determinations made by the Board of Directors
                    or its delegate shall be final and binding on all parties.



<PAGE>


                SECTION 5. CREDITING AND INVESTMENT OF DEFERRALS

5.1      DCD Ledger. The Board of Directors shall establish for each Participant
         a DCD Ledger which shall reflect the amounts deferred on behalf of each
         Participant.  In the sole discretion of the Board of Directors,  one or
         more  appropriate  bookkeeping  records shall be established in the DCD
         Ledger to reflect the deemed  investments (and  hypothetical  earnings)
         made by each  Participant in accordance with this Section 5 which shall
         include, but not be limited to, the Company Stock Ledger and the Growth
         Increment Ledger.

5.2      Adjustment  of  Amounts  Credited  to  Growth  Increment  Ledger.   All
         deferrals credited to each  Participant's  Growth Increment Ledger will
         be credited  with Growth  Increments  based on the prime  interest rate
         charged  from  time to time by the  Wachovia  Bank,  N.A.  The Board of
         Directors  will have the authority to change the interest rate that may
         be applied to the Growth Increment  Ledger.  The  Participant's  Growth
         Increment  Ledger  shall be credited on the first day of each  calendar
         quarter, with a Growth Increment computed on the average balance in the
         Participant's  Growth  Increment  Ledger during the preceding  calendar
         quarter.  The  Growth  Increment  shall be equal to the  amount in said
         Growth  Increment  Ledger  multiplied  by  the  average  interest  rate
         selected  by the  Board of  Directors  during  the  preceding  calendar
         quarter  times a fraction the  numerator of which is the number of days
         during  such  quarter  and the  denominator  of  which  is 365.  Growth
         Increments  will continue to be credited  until all of a  Participant's
         benefits have been paid out of the Plan.

5.3      Adjustment of Amounts  Credited to Company Stock Ledger.  All deferrals
         credited to each  Participant's  Company Stock Ledger will be converted
         into  hypothetical  credited  shares of Company Stock based on the Fair
         Market  Value of the  Company  Stock on the  date the  deferrals  would
         otherwise  have  been  paid  to the  Participant.  The  value  of  each
         Participant's  Company Stock Ledger shall be adjusted from time to time
         to reflect  increases  and decreases in shares of Company Stock as well
         as any stock or cash dividends,  stock splits,  or other changes in the
         capital structure of the Company (as provided in Section 3.6), that may
         from  time  to time be  declared.  Unless  a  Participant  has  elected
         pursuant to Section  4.1(c) that  amounts  equivalent  to  dividends on
         Company Stock be paid to the Participant, all dividends attributable to
         hypothetical  shares of Company  Stock  credited to each  Participant's
         Company Stock Ledger shall be converted to additional  credited  shares
         of Company Stock as though reinvested as of the next business day after
         the dividend is paid. If a Participant has elected  pursuant to Section
         4.1(c) that deemed  dividends be paid to the  Participant in cash, such
         amount shall be paid to the  Participant as soon as  practicable  after
         the deemed  dividend  is credited to the  Participant's  Company  Stock
         Ledger.

5.4      Deemed Investments Not Actual  Investments.  Nothing in this Plan shall
         be construed to require the  investment  of any  deferrals in shares of
         Company Stock or any other  investment or give a Participant any rights
         whatsoever  with respect to any shares of Company Stock or with respect
         to any other investment.

5.5      Charges  Against  DCD  Ledger.  There  shall be  charged  against  each
         Participant's DCD Ledger any payments made to the Participant or to his
         Beneficiary in accordance with Section 6 hereof.


<PAGE>


                     SECTION 6. PAYMENT OF DEFERRED AMOUNTS

6.1      Payment of  Deferred  Amounts.  The  aggregate  amounts  payable  under
         Section 6.2 as charges against the Participant's amount credited in the
         DCD Ledger shall be paid commencing with the conclusion of the deferral
         period selected by the  Participant  pursuant to Section 4.2 or Section
         4.3 hereof.  The payments  shall be made in the manner  selected by the
         Participant under Section 6.2 of this Plan.

6.2      Manner of Payment.  At the same time as the election  made  pursuant to
         Section 4.1, and subject to the acceleration provisions of Section 6.4,
         each Participant  must also  irrevocably  elect the manner in which his
         deferred  amounts  will be  paid.  A  Participant  may  elect to have a
         different manner of payment apply to each separate  deferral  election.
         Participants must choose to have payment made in accordance with any of
         the following distribution forms:

                           (i)      a single payment, or
                           (ii)     a designated number of installments payable
                                    monthly,  quarterly or annually, as
                                    elected,

         which shall be paid or commence to be paid as soon as practicable after
         the conclusion of the deferral  period elected  pursuant to Section 4.2
         or Section 4.3. Unless otherwise specifically elected,  payments of all
         deferred  amounts  will  be made in a  single  payment  made as soon as
         practicable  after  the  conclusion  of  the  deferral  period  elected
         pursuant to Section 4.2 or Section 4.3.

6.3      Form of Payment.  Amounts credited to a Participant's  Growth Increment
         Ledger and Company Stock Ledger shall be paid as follows:

          (a)  Amounts  credited to the  Participant's  Growth  Increment Ledger
               shall be paid in cash. If a Participant's benefit hereunder is to
               be paid in  installments,  the  amount of each  payment  shall be
               equal  to  the  amount  credited  to  the  Participant's   Growth
               Increment Ledger at the time of payment multiplied by a fraction,
               the numerator of which is one and the denominator of which is the
               number of installment payments remaining.

          (b)  Amounts credited to the Participant's  Company Stock Ledger shall
               be paid in shares of Company Stock with any amount representing a
               partial  share of  Company  Stock  paid in cash.  A payment of an
               amount credited to the  Participant's  Company Stock Ledger shall
               be  converted  into  actual  shares of  Company  Stock as soon as
               practicable  prior to each payment being made to the Participant.
               If  a   Participant's   benefit   hereunder  is  to  be  paid  in
               installments,  the amount of each  payment  shall be equal to the
               number  of  shares  of  Company   Stock  then   credited  to  the
               Participant's Company Stock Ledger multiplied by a fraction,  the
               numerator  of  which is one and the  denominator  of which is the
               number   of   installment   payments   remaining.   Any   amounts
               attributable  to a  partial  share  of  Company  Stock  as of any
               installment  payment  date  shall  be  paid  in  cash  with  each
               installment.

6.4      Acceleration of Payments.  Notwithstanding the election made pursuant
         to Section 4.2 or Section 4.3:


         (a)      payments  shall  be  paid  or  begin  to be  paid  as  soon as
                  practicable  following the  Participant's  departure  from the
                  Board  of  Directors  by  reason  of  death,  resignation,  or
                  otherwise;

         (b)      if a Participant dies prior to the payment of all or a portion
                  of the amounts credited to his DCD Ledger,  the balance of any
                  amount  payable  shall  be  paid  in a  cash  lump  sum to the
                  Beneficiaries designated under Section 7 hereof;

         (c)      if a  Participant  ceases  to be a  Nonemployee  Director  but
                  thereafter  becomes an  employee of the Company (or any of its
                  subsidiaries or affiliates),  all amounts  otherwise  deferred
                  under  this Plan  shall be paid as soon as  practicable  after
                  such individual  becomes an employee of the Company (or any of
                  its subsidiaries or affiliates) in a single sum payment;

         (d)      if a  Participant's  DCD Ledger balance is less than $5,000 at
                  the time for payment specified, such amount shall be paid in a
                  single sum payment; and

         (e) if applicable, the provisions of Section 8 shall apply.

6.5      Financial Emergency.  The Board of Directors (or its delegate),  at its
         sole discretion,  may alter the timing or manner of payment of deferred
         amounts if the  Participant  establishes,  to the  satisfaction  of the
         Board of  Directors  (or its  delegate),  an  unanticipated  and severe
         financial  hardship that is caused by an event beyond the Participant's
         control. In such event, the Board of Directors (or its delegate) may:

         (a)      provide  that all,  or a portion  of,  the  amount  previously
                  deferred  by the  Participant  immediately  shall be paid in a
                  lump sum cash payment,

         (b)      provide  that all, or a portion of, the  installments  payable
                  over a period of time immediately  shall be paid in a lump sum
                  cash payment, or

         (c)      provide for such other  installment  payment  schedules  as it
                  deems appropriate under the circumstances,

         as long as the amount distributed shall not be in excess of that amount
         which  is  necessary  for the  Participant  to  satisfy  the  financial
         emergency. Severe financial hardship will be deemed to have occurred in
         the event of the  Participant's  or a dependent's  sudden,  lengthy and
         serious  illness  as to which  considerable  medical  expenses  are not
         covered by insurance or relative to which there  results a  significant
         loss of  family  income,  or  other  unanticipated  events  of  similar
         magnitude.  The Board of Directors'  decision (or that of its delegate)
         in passing on the severe financial  hardship of the Participant and the
         manner in which,  if at all, the payment of deferred  amounts  shall be
         altered or  modified  shall be final,  conclusive,  and not  subject to
         appeal.


<PAGE>


                                        SECTION 7.  BENEFICIARY DESIGNATION

7.1      Designation of Beneficiary.

               (a)  A Participant shall designate a Beneficiary or Beneficiaries
                    who,  upon  the  Participant's  death,  are to  receive  the
                    amounts  that   otherwise   would  have  been  paid  to  the
                    Participant. All designations shall be in writing and signed
                    by the Participant.  The designation shall be effective only
                    if and when  delivered to the Company during the lifetime of
                    the  Participant.   The  Participant  also  may  change  his
                    Beneficiary or Beneficiaries by a signed, written instrument
                    delivered to the Company. The payment of amounts shall be in
                    accordance  with the last unrevoked  written  designation of
                    Beneficiary  that  has  been  signed  and  delivered  to the
                    Company. All Beneficiary  designations shall be addressed to
                    the Company's  Secretary  and  delivered to his office,  and
                    shall be processed as indicated in  subsection  (b) below by
                    the Secretary or by his authorized designee.

               (b)  The Company's Secretary (or his authorized  designee) shall,
                    upon receipt of the Beneficiary designation:

                    (1)  ascertain that the designation has been signed,  and if
                         it has not been,  return it to the  Participant for his
                         signature;

                    (2)  if signed, stamp the designation  "Received",  indicate
                         the date of receipt, and initial the designation in the
                         proximity of the stamp.

7.2      Death of Beneficiary.

         (a)      In the event that all of the  Beneficiaries  named pursuant to
                  Section 7.1  predecease  the  Participant,  the  amounts  that
                  otherwise  would have been paid to said  Beneficiaries  shall,
                  where  the   designation   fails  to  redirect  to   alternate
                  Beneficiaries   in   such   circumstance,   be   paid  to  the
                  Participant's estate as the alternate Beneficiary.

         (b)      In the event that two or more Beneficiaries are named, and one
                  or more but less than all of such Beneficiaries predecease the
                  Participant,  each  surviving  Beneficiary  shall  receive any
                  proportion or amount of funds  designated or indicated for him
                  per the designation under Section 7.1, and the indicated share
                  of each predeceased Beneficiary which the designation fails to
                  redirect  to an  alternate  Beneficiary  in such  circumstance
                  shall  be paid to the  Participant's  estate  as an  alternate
                  Beneficiary.

7.3      Ineffective Designation.

         (a)      In the event the Participant does not designate a Beneficiary,
                  or if for any reason such designation is entirely ineffective,
                  the  amounts  that  otherwise  would  have  been  paid  to the
                  Beneficiary shall be paid to the  Participant's  estate as the
                  alternate Beneficiary.

         (b)      In the  circumstance  that  designations are effective in part
                  and  ineffective  in part, to the extent that a designation is
                  effective,  distribution  shall be made so as to carry  out as
                  closely as discernable the intent of the Participant, with the
                  result  that  only  to  the  extent  that  a  designation   is
                  ineffective  shall   distribution   instead  be  made  to  the
                  Participant's estate as an alternate Beneficiary.


<PAGE>


                     SECTION 8. CHANGE IN CONTROL PROVISIONS

8.1      Accelerated  Distributions  Upon  Change  in  Control.  Notwithstanding
         anything in this Plan to the contrary,  upon the occurrence of a Change
         in  Control  where  there  has  not  been a  termination  of the  SCANA
         Corporation  Key Employee  Severance  Benefits Plan prior thereto,  the
         amounts  (or  remaining  amounts)  credited to each  Participant's  DCD
         Ledger  under  this  Plan  as of the  date of such  Change  in  Control
         (referred  to  as  each   Participant's  "DCD  Benefit")  shall  become
         immediately  due and  payable.  All DCD  Benefits  payable  under  this
         Section  8.1  shall  be  paid  to  each  Participant  (and  his  or her
         Beneficiary)  in the form of a single lump sum cash  payment,  together
         with an  amount  (the  "Gross-Up  Payment")  such  that the net  amount
         retained by each Participant  after deduction of any excise tax imposed
         by Section  4999 of the Code (or any similar tax that may  hereafter be
         imposed) on such benefits  (the "Excise  Tax") and any Federal,  state,
         and  local  income  tax and  Excise  Tax upon the DCD  Benefit  and the
         Gross-Up  Payment  provided for by this Section 8 shall be equal to the
         value of the Participant's  DCD Benefit.  Such payment shall be made by
         the  Company  (or to the  extent  assets are  transferred  to the SCANA
         Corporation Director Compensation Trust by the trustee of such trust in
         accordance  with the trust's terms) to the  Participant  (or his or her
         Beneficiary)  as soon as  practicable  following the Change in Control,
         but in no event later than the date specified by the terms of the SCANA
         Corporation  Director  Compensation  Trust. In all events, if the SCANA
         Corporation Key Employee  Severance  Benefits Plan was terminated prior
         to such Change in Control,  then the  provisions  of this Section shall
         not apply and Participants' benefits shall be determined and paid under
         the otherwise applicable provisions of the Plan.

8.2      Tax Computation. For purposes of determining the amount of the Gross-Up
         Payment referred to in Section 8.1, whether any of a Participant's  DCD
         Benefit  will be  subject to the Excise  Tax,  and the  amounts of such
         Excise Tax: (i) there shall be taken into account all other payments or
         benefits received or to be received by a Participant in connection with
         a Change in Control of the  Company  (whether  pursuant to the terms of
         this  Plan or any  other  plan,  arrangement,  or  agreement  with  the
         Company,  any person whose actions result in a Change in Control of the
         Company or any person affiliated with the Company or such person);  and
         (ii) the amount of any  Gross-Up  Payment  payable  with respect to any
         Participant (or his or her Beneficiary) by reason of such payment shall
         be  determined in accordance  with a customary  "gross-up  formula," as
         determined by the  Management  Development  and  Corporate  Performance
         Committee of the Board of Directors in its sole discretion.

8.3      No Subsequent  Recalculation  of Tax Liability.  The Gross-Up  Payments
         described in the  foregoing  provisions  of this Section 8 are intended
         and  hereby  deemed to be a  reasonably  accurate  calculation  of each
         Participant's  actual  income tax and Excise  Tax  liability  under the
         circumstances  (or such tax liability of his or her  Beneficiary),  the
         payment of which is to be made by the Company or the SCANA  Corporation
         Director  Compensation  Trust.  All such  calculations of tax liability
         shall not be subject  to  subsequent  recalculation  or  adjustment  in
         either an  underpayment  or  overpayment  context  with  respect to the
         actual tax  liability of the  Participant  (or his or her  Beneficiary)
         ultimately determined as owed.

8.4      Successors. Notwithstanding anything in this Plan to the contrary, upon
         the  occurrence  of  a  Change  in  Control,  and  only  if  the  SCANA
         Corporation  Key  Employee   Severance   Benefits  Plan  ("KESBP")  was
         terminated  prior to such Change in Control,  the Company  will require
         any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
         consolidation,  or  otherwise)  of  all  or  substantially  all  of the
         business  and/or assets of the Company or of any division or subsidiary
         thereof to expressly  assume and agree to perform this Plan in the same
         manner and to the same  extent  that the  Company  would be required to
         perform  it if no such  succession  had  taken  place,  subject  to the
         remaining provisions of this Section 8.4. In the event of such a Change
         in Control  where the KESBP is  terminated,  Participants  shall become
         entitled to benefits  hereunder  in  accordance  with the terms of this
         Plan, based on amounts credited to each  Participant's DCD Ledger as of
         the date of such Change in Control plus accumulated  Growth  Increments
         attributable  thereto  (adjusted  to reflect  any change  from the most
         recent Growth  Increment  calculation  to the end of the month prior to
         the month such amounts are  distributed to each  Participant).  In such
         case, any successor to the Company shall not be required to provide for
         additional  deferral  of  benefits  beyond  the date of such  Change in
         Control. In addition, and notwithstanding  Section 8.5 to the contrary,
         if there is a Change in Control  and the KESBP is  terminated  prior to
         such Change in Control,  a successor to the Company may amend this Plan
         to provide for an automatic lump sum  distribution  of the then current
         value  of  Participants'  DCD  Ledger,   including  accumulated  Growth
         Increments  attributable  thereto (adjusted to reflect any change since
         the most recent Growth Increment  calculation)  hereunder  without such
         amendment being treated as an amendment reducing any benefits earned.

8.5      Amendment and Termination After Change in Control.  Notwithstanding the
         foregoing, and subject to this Section 8, no amendment, modification or
         termination of the Plan may be made, and no  Participants  may be added
         to the Plan, upon or following a Change in Control if it would have the
         effect of reducing any benefits  earned  (including  optional  forms of
         distribution)  prior to such  Change in  Control  without  the  written
         consent of all of the Plan's  Participants  covered by the Plan at such
         time. In all events,  however, the Company reserves the right to amend,
         modify or delete  the  provisions  of  Section 8 at any time prior to a
         Change in Control,  pursuant to a Board of Directors resolution adopted
         by a vote of  two-thirds  (2/3) of the Board of Directors  members then
         serving on the Board of Directors.


<PAGE>


                          SECTION 9. GENERAL PROVISIONS

9.1      Contractual  Obligation.  It is  intended  that the  Company is under a
         contractual obligation to make payments from a Participant's DCD Ledger
         when due.  Payment of amounts  credited to a  Participant's  DCD Ledger
         shall be made out of the general  funds of the Company as determined by
         the Board of  Directors  without any  restriction  of the assets of the
         Company  relative to the payment of such contractual  obligations;  the
         Plan is, and shall operate as, an unfunded plan.

9.2      Unsecured  Interest.  No  Participant  or  Beneficiary  shall  have any
         interest whatsoever in any specific asset of the Company. To the extent
         that any person  acquires a right to receive  payment  under this Plan,
         such right shall be no greater than the right of any unsecured  general
         creditor of the Company.

9.3      "Rabbi"  Trust.  In connection  with this Plan,  the Board of Directors
         shall  establish  a  grantor  trust  (known as the  "SCANA  Corporation
         Director  Compensation Trust") for the purpose of accumulating funds to
         satisfy the  obligations  incurred by the Company  under this Plan (and
         such other plans and  arrangements  as determined  from time to time by
         the Company). At any time prior to a Change in Control, as that term is
         defined in such Trust,  the Company may transfer assets to the Trust to
         satisfy all or part of the  obligations  incurred by the Company  under
         this  Plan,  as  determined  in the  sole  discretion  of the  Board of
         Directors,  subject to the return of such assets to the Company at such
         time as  determined  in  accordance  with the terms of such Trust.  Any
         assets of such Trust shall remain at all times subject to the claims of
         creditors of the Company in the event of the Company's insolvency;  and
         no asset or other funding medium used to pay benefits accrued under the
         Plan shall result in the Plan being considered as other than "unfunded"
         under ERISA.  Notwithstanding the establishment of the Trust, the right
         of any  Participant  to receive  future  payments  under the Plan shall
         remain an unsecured claim against the general assets of the Company.

9.4      Nonalienation of Benefits.

         (a)      No right or  benefit  under  this  Plan  shall be  subject  to
                  anticipation,    alienation,    sale,   assignment,    pledge,
                  encumbrance,   or  charge,  and  any  attempt  to  anticipate,
                  alienate,  sell, assign,  pledge,  encumber or charge the same
                  shall be void; nor shall any such  disposition be compelled by
                  operation of law.

         (b)      No right or  benefit  hereunder  shall in any manner be liable
                  for or subject to the debts, contracts,  liabilities, or torts
                  of the person entitled to benefits under the Plan.

         (c)      If any  Participant  or  Beneficiary  hereunder  should become
                  bankrupt or attempt to  anticipate,  alienate,  sell,  assign,
                  pledge,  encumber,  or charge any right or benefit  hereunder,
                  then such right or benefit  shall,  in the  discretion  of the
                  Board of Directors,  cease,  and the Board of Directors  shall
                  direct in such event that the  Company  hold or apply the same
                  or any part  thereof  for the  benefit of the  Participant  or
                  Beneficiary in such manner and in such proportion as the Board
                  of Directors may deem proper.

9.5      Severability. If any particular provision of the Plan shall be found to
         be illegal or unenforceable  for any reason,  the illegality or lack of
         enforceability  of  such  provision  shall  not  affect  the  remaining
         provisions of the Plan, and the Plan shall be construed and enforced as
         if the illegal or unenforceable provision had not been included.

9.6      No Individual  Liability.  It is declared to be the express purpose and
         intention of the Plan that no liability  whatsoever  shall attach to or
         be incurred by the shareholders,  officers, or directors of the Company
         or any representative  appointed hereunder by the Company,  under or by
         reason of any of the terms or conditions of the Plan.

9.7      Applicable Law. This Plan shall be governed and construed in accordance
         with the  laws of the  State of South  Carolina  except  to the  extent
         governed by  applicable  Federal  law.  The terms of this Plan are also
         subject  to all  present  and  future  rulings  of the  Securities  and
         Exchange Commission with respect to Rule 16b-3. If any provision of the
         Plan  would  cause  the Plan to fail to meet the  requirements  of Rule
         16b-3, then that provision of the Plan shall be void and of no effect.




<PAGE>


           SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

10.1     In General.  This Plan shall be administered by the Board of Directors,
         which shall have the sole authority to construe and interpret the terms
         and provisions of the Plan and determine the amount, manner and time of
         payment of any benefits  hereunder.  The Board of  Directors  shall not
         exercise  any  discretion  with respect to the  administration  of this
         Plan,  except as may be permitted by Rule 16b-3. The Board of Directors
         shall maintain  records,  make the requisite  calculations and disburse
         payments   hereunder,   and   its   interpretations,    determinations,
         regulations and calculations  shall be final and binding on all persons
         and parties  concerned.  The Board of Directors may adopt such rules as
         it deems necessary, desirable or appropriate in administering this Plan
         and the Board of Directors may act at a meeting, in a writing without a
         meeting,  or by having actions otherwise taken by a member of the Board
         of  Directors  pursuant  to a  delegation  of duties  from the Board of
         Directors.

10.2     Claims Procedure.  Any person dissatisfied with the Board of Directors'
         determination  of a claim for  benefits  hereunder  must file a written
         request  for  reconsideration  with  the  Board  of  Directors  (or its
         delegate).  This  request must  include a written  explanation  setting
         forth  the  specific  reasons  for such  reconsideration.  The Board of
         Directors shall review its determination  promptly and render a written
         decision with respect to the claim,  setting forth the specific reasons
         for such denial written in a manner  calculated to be understood by the
         claimant.  Such claimant shall be given a reasonable  time within which
         to comment,  in writing, to the Board of Directors with respect to such
         explanation.  The Board of  Directors  shall  review its  determination
         promptly and render a written decision with respect to the claim.  Such
         decision upon matters within the scope of the authority of the Board of
         Directors  shall be conclusive,  binding,  and final upon all claimants
         under this Plan.

10.3     Finality of Determination.  The determination of the Board of Directors
         as to  any  disputed  questions  arising  under  this  Plan,  including
         questions of construction and interpretation,  shall be final, binding,
         and conclusive upon all persons.

10.4     Delegation of Authority. The Board of Directors may, in its discretion,
         delegate  its duties to a  committee  of the Board of  Directors  or an
         officer or other employee of the Company, or to a committee composed of
         officers or employees of the Company.

10.5     Expenses.  The cost of payment  from this Plan and the expenses of
         administering  the Plan shall be borne by the Company.


10.6     Tax  Withholding.  The Company  shall have the right to deduct from all
         payments made from the Plan any federal, state, or local taxes required
         by law to be withheld with respect to such payments.

10.7     Incompetency.  Any person receiving or claiming benefits under the Plan
         shall be  conclusively  presumed  to be mentally  competent  and of age
         until  the  Company  receives  written  notice,  in a form  and  manner
         acceptable to it, that such person is incompetent or a minor,  and that
         a guardian,  conservator,  statutory committee under the South Carolina
         Code of  Laws,  or other  person  legally  vested  with the care of his
         estate has been appointed. In the event that the Company finds that any
         person  to whom a  benefit  is  payable  under  the Plan is  unable  to
         properly  care for his  affairs,  or is a minor,  then any  payment due
         (unless a prior claim therefor shall have been made by a duly appointed
         legal  representative) may be paid to the spouse, a child, a parent, or
         a brother or sister,  or to any  person  deemed by the  Company to have
         incurred  expense  for the care of such  person  otherwise  entitled to
         payment.

         In the event a guardian or  conservator  or statutory  committee of the
         estate of any person  receiving  or  claiming  benefits  under the Plan
         shall be appointed by a court of competent jurisdiction, payments shall
         be made to such guardian or conservator or statutory committee provided
         that proper  proof of  appointment  is  furnished  in a form and manner
         suitable to the Company.  Any payment made under the provisions of this
         Section 10.7 shall be a complete  discharge of liability therefor under
         the Plan.

10.8     Action  by  Company.  Any  action  required  or  permitted  to be taken
         hereunder  by the Company or its Board of  Directors  shall be taken by
         the Board of Directors,  or by any person or persons  authorized by the
         Board of Directors.

10.9     Notice  of  Address.  Any  payment  made  to a  Participant  or to  his
         Beneficiary at the last known post office address of the distributee on
         file with the  Company,  shall  constitute a complete  acquittance  and
         discharge  to the Company  and any  director  or officer  with  respect
         thereto, unless the Company shall have received prior written notice of
         any change in the condition or status of the  distributee.  Neither the
         Company nor any director or officer  shall have any duty or  obligation
         to search for or ascertain the  whereabouts  of the  Participant or his
         Beneficiary.

10.10    Amendment and Termination. The Company expects the Plan to be permanent
         but,   since  future   conditions   affecting  the  Company  cannot  be
         anticipated  or  foreseen,  the  Company  reserves  the right to amend,
         modify,  or  terminate  the Plan at any time by  action of its Board of
         Directors (including, but not limited to, as may be necessary to ensure
         compliance with Rule 16b-3);  provided,  however,  that any such action
         shall not diminish  retroactively  any amounts which have been credited
         to any  Participant's  DCD Ledger. If the Board of Directors amends the
         Plan to cease future  deferrals  hereunder or terminates  the Plan, the
         Board of Directors may, in its sole  discretion,  direct that the value
         of each  Participant's  DCD  Ledger  be paid  to each  Participant  (or
         Beneficiary,  if applicable)  in an immediate lump sum payment.  In the
         absence of any such  direction  from the Board of  Directors,  the Plan
         shall continue as a "frozen" plan under which no future  deferrals will
         be recognized (however, Growth Increments and dividends attributable to
         hypothetical  shares of Company  Stock  credited to each  Participant's
         Company  Stock  Ledger  shall  continue  to  be  recognized)  and  each
         Participant's  benefits shall be paid in accordance  with the otherwise
         applicable terms of the Plan.


<PAGE>


                              SECTION 11. EXECUTION


         IN WITNESS  WHEREOF,  the  Company  has caused  this SCANA  Corporation
Director  Compensation  and Deferral Plan to be executed by its duly  authorized
officer this ______ day of  __________________________,  ______, to be effective
as of January 1, 2001.

                                  SCANA Corporation

                                  By:________________________________

                                  Title:_______________________________

ATTEST:

------------------------------------
Secretary





<PAGE>


                                SCANA CORPORATION
                     DIRECTOR COMPENSATION AND DEFERRAL PLAN

                           ELECTION TO DEFER EXECUTED
                             FOR CALENDAR YEAR _____


         As a Participant in the SCANA  Corporation  Director  Compensation  and
Deferral  Plan (the  "Plan"),  I hereby make the  elections  set forth below.  I
understand  and agree  that all  elections  shall be subject to the terms of the
Plan, a copy of which has been provided to me. I understand that elections under
the Plan are voluntary and that the Company is not  responsible  for advising me
with respect to the tax or financial  consequences of my  participation  in this
Plan. All capitalized terms have the meaning set forth in the Plan document.

A.       Deferral Election(s) or Election Not to Defer:

[ ]      1.       I do not wish to defer any  amounts  payable to me as a member
                  of the Board of  Directors  during calendar year ________ .
                  (Please complete Sections C and D below.)

[                 ] 2. I hereby  elect to defer in  accordance  with  this  Plan
                  those  amounts  payable  to me as a  member  of the  Board  of
                  Directors during calendar year _____ as follows:

         [              ] a. I elect to defer  one  hundred  percent  (100%)  of
                        those  amounts  payable to me including  Retainer  Fees,
                        meeting  attendance  fees and  conference  fees and have
                        those amounts credited to the Company Stock Ledger on my
                        behalf.

         [              ] b. I elect to defer ___ percent  (up to forty  percent
                        (40%) of my Retainer  Fees as well as ___ percent (up to
                        one hundred percent (100%)) of my meeting attendance and
                        conference  fees. I understand  that the remaining sixty
                        percent  (60%) of my  Retainer  Fees shall be paid to me
                        entirely in shares of Company Stock.

                  [ ]   i.     I elect that all such  deferrals  be credited to
                               the Growth  Increment  Ledger on my behalf.

                  [ ]   ii.    I elect that all such  deferrals  be  credited
                               to the  Company  Stock  Ledger on my behalf.


B.       Dividend  Reinvestment  Election  (only  complete  if  elected  to have
         amounts  credited to the Company Stock Ledger under  Deferral  Election
         above):

         [              ] a. I hereby elect that all amounts  equal to dividends
                        attributable  to amounts  credited to the Company  Stock
                        Ledger on my behalf shall be deemed to be  reinvested in
                        shares of Company Stock.

         [              ] b. I hereby elect that all amounts  equal to dividends
                        attributable  to amounts  credited to the Company  Stock
                        Ledger on my behalf shall be paid to me in cash.

C.       Compensation  Election  (only  complete  if not  deferring  one hundred
         percent (100%) of Compensation under the Deferral Election above):

         With respect to amounts not otherwise deferred under the Plan, I hereby
         elect to receive in accordance  with this Plan those amounts payable to
         me as a member of the Board of Directors  during  calendar  year ______
         and  payable as  Retainer  Fees  (exclusive  of the  amounts  otherwise
         required  to be  paid  to me  in  shares  of  Company  Stock),  meeting
         attendance fees and conference fees in the form of:

         [ ]      a.    Company Stock
         [ ]      b.    Cash

D.       Investment  Election (only complete if elected to receive Company Stock
         under Compensation Election above):

         [ ]      a.    I hereby  elect that the shares of Company  Stock to be
                        issued to me during  calendar  year
                        _____ be registered in my name.

         [              ] b. I hereby elect that the shares of Company  Stock to
                        be issued to me during calendar year ______ be deposited
                        into an  account in my name in the SCANA  Investor  Plus
                        Plan.

E.       Deferral Period(s):

         Board of  Directors'  fees deferred  above per this  election  shall be
         deferred  (subject to an  acceleration of payments under Section 6.4 of
         the Plan):

         [              ] a. ____ years from the close of the calendar  year for
                        which this election is made so as to be payable in whole
                        or  in  part  under  the  Manner  of  Payment   Election
                        indicated below as soon as practicable  after January 1,
                        _______.

         or

         [ ]      b.    until my  departure  from the Board of  Directors  as
                        indicated in Section 4.2 of this Plan by reason of
                        death,  resignation  or  otherwise  or the date I am no
                        longer a  Nonemployee  Director.

F.       Manner of Payment Election(s):

         I understand  and agree that,  with  respect to all  deferred  amounts,
         unless I elect  otherwise,  the amounts  will be paid to me at the time
         otherwise specified in the form of a single lump sum payment. The Board
         of  Directors  fees  deferred  above  per this  election  shall be paid
         (subject to an acceleration of payments under Section 6.4 of the Plan):

         [ ]      a.    in a lump sum, or

         [ ]      b.    in               installment payments, payable:
                            (Number)

                  [ ]      monthly
                  or
                  [ ]      quarterly
                  or
                  [ ]      annually.

                                     Name _________________________________

                                     SS # __________________________________


-----------------------------         ---------------------------------------
Secretary, SCANA Corporation          Board Member's Signature


-------------                         ------------
Date                                      Date
(Rev. Jan. 2001)





<PAGE>


                                SCANA CORPORATION
                     DIRECTOR COMPENSATION AND DEFERRAL PLAN
                           DESIGNATION OF BENEFICIARY

To:  Secretary of SCANA Corporation

I hereby  designate  the  following  person(s),  trust(s)  or estate,  to be the
recipient(s) of any and all amounts
which may become  payable or may remain to be paid upon my death under the SCANA
Corporation Director Compensation and Deferral Plan.
--------------------------------------------------------------------------------
        Beneficiary's Name
        and Social Security      Beneficiary's       Relationship    Dollars or
            or Employer             Address               to          % Share
        Identification No.                            Participant
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

I  hereby  designate  the  following  person,   trust  or  estate  as  Alternate
Beneficiary with respect to the contingency  events described in Sections 7.2(a)
and 7.2(b) of this Plan.
--------------------------------------------------------------------------------
         Alternate Beneficiary's
             Name and Social           Alternate              Relationship
           Security or Employer      Beneficiary's                 to
            Identification No.          Address                Participant
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Spouse's Consent: (Community Property States Only -- S.C. domiciliaries ignore):

I hereby agree to the Beneficiary(ies) designated above:

-----------------------------------             ------------------------
Spouse's Signature                                     Date

I hereby revoke any  Beneficiary  designation  previously made by me and reserve
the right to change this  designation at any time by filing a new Designation of
Beneficiary form.

Signature of Participant

Date                          Social Security Number

Signature of Corporate Secretary

Date Received





WDC99


<PAGE>

WDC99










                                SCANA Corporation
                           Director Compensation Trust



                                 January 1, 2001

<PAGE>


                                TABLE OF CONTENTS


                                                                           PAGE

Article 1.    The Trust.......................................................1
Article 2.     Payment Provisions.............................................4
Article 3.     Management of the Trust Fund...................................7
Article 4.     Investment Funds and Investment Managers......................12
Article 5.     Insolvency....................................................14
Article 6.     Resignation or Removal of Trustee.............................15
Article 7.     Amendment and Termination.....................................16
Article 8.     Liability and Indemnification.................................17
Article 9.     Change in Control Definitions.................................18
Article 10.  Miscellaneous...................................................19
Article 11.  Effective Date..................................................20



<PAGE>



                                                        21

WDC99 325916-2.037437.0017
                                   SCANA Corporation Director Compensation Trust



         THE SCANA CORPORATION  DIRECTOR  COMPENSATION  TRUST (the "Trust"),  is
effective as of this 1st day of January 2001,  by and between SCANA  Corporation
("SCANA"), and First Union Bank of North Carolina (the "Trustee").

                                                    WITNESSETH:

         WHEREAS,  SCANA has adopted the SCANA Corporation Director Compensation
and  Deferral  Plan (the  "Plan")  and,  thereby,  has agreed to make  specified
payments  to  certain  of its  directors  (the  "Participants")  and  applicable
beneficiaries thereunder; and

         WHEREAS,   SCANA   established   effective  January  1,  2001  a  trust
(hereinafter  called  "Trust") and from time to time has and will  contribute to
the Trust  assets  that  shall be held  therein,  subject  to the  claims of the
creditors of SCANA and its  subsidiaries (as provided in Article 5) in the event
of Insolvency,  as herein  defined,  until paid to Plan  Participants  and their
beneficiaries in such manner and at such times as specified in the Plan;

         WHEREAS,  it is the  intention  of the  parties  that this Trust  shall
constitute an unfunded arrangement for federal tax purposes;

         WHEREAS, it is the intention of SCANA to make contributions,  from time
to time and in its  discretion,  to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the Plan;

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein,  and for other good and  valuable  consideration,  the parties do hereby
establish  the Trust and agree  that the Trust  shall be  comprised,  held,  and
disposed of as follows:

Article 1.  The Trust

         1.1......Establishment  of the Trust.  SCANA has deposited with Trustee
amounts  which have become the  principal of the Trust to be held,  administered
and disposed of by Trustee as provided in this Trust.

         1.2......Status  of Trust.  The Trust  established is irrevocable.  The
Trust is intended to be a grantor trust,  of which SCANA is the grantor,  within
the meaning of Subpart E, Part I,  Subchapter  J,  Chapter 1,  Subtitle A of the
Internal  Revenue Code of 1986, as amended (the "Code"),  and shall be construed
accordingly.

         1.3......Restrictions  on Reversions.  The principal of the Trust,  and
any earnings  thereon shall be held separate and apart from other funds of SCANA
and  shall  be used  exclusively  for the  uses  and  purposes  of  paying  Plan
Participants  and  beneficiaries  and general  creditors  of SCANA as herein set
forth. Plan Participants and their  beneficiaries  shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan and this Trust shall be mere unsecured contractual rights
of Plan Participants and their  beneficiaries  against SCANA. Any assets held by
the Trust will be subject to the claims of the  general  creditors  of SCANA and
its  subsidiaries  under  federal and state law in the event of  Insolvency,  as
provided in Article 5 herein.  Unless  specifically  provided  otherwise in this
Trust,  SCANA  shall have no right or power to direct  the  Trustee to return to
SCANA or to divert  to others  any of the Trust  assets  before  payment  of all
benefits has been made to Plan Participants and their beneficiaries  pursuant to
the terms of the Plan.

         1.4......Bank Deposits. SCANA, in its sole discretion, may at any time,
or from time to time,  make  additional  deposits  of cash or other  property in
trust with the Trustee to augment the  principal  to be held,  administered  and
disposed  of by the Trustee as provided in this Trust to provide for the payment
when due of such obligations to the Participants (and their beneficiaries) under
the Plan  hereof,  the  benefits  under  which  are to be paid  from  the  Trust
(including  benefits  to be paid upon a Change in  Control)  to the  extent  the
assets in the Trust are sufficient to provide for such benefits. Neither Trustee
nor any Plan  Participant  or  beneficiary  shall have any right to compel  such
additional deposits.

         1.5......Revocability/Refund of Amounts to SCANA or Its Successors.

         (a)      If SCANA delivers any deposits to the Trust under Section 1.4,
                  then,  prior to a Change in  Control,  such  amounts  shall be
                  returned  to SCANA as soon as  practicable  but not more  than
                  three (3) days after  written  notice to the Trustee  from the
                  Notification  Committee that such refund is to be made. On and
                  after a Change in Control, all contributions to this Trust are
                  irrevocable  and no amounts  shall be returned to SCANA or its
                  successors,  except as provided  in Section  1.5(b) or Section
                  1.5(c).

         (b)      On and after a Change in  Control  with  respect  to which the
                  Notification Committee has notified the Trustee that the SCANA
                  Corporation  Key  Employee  Severance  Benefits  Plan  was not
                  terminated prior to such Change in Control,  all contributions
                  to this  Trust  shall  thereafter  be  irrevocable  until  all
                  amounts  have  been  paid to  Participants  and  beneficiaries
                  pursuant to Section 2.6(a) and thereafter any remaining  funds
                  shall be refunded to SCANA's successor.

          (c)  On and  after a Change  in  Control  with  respect  to which  the
               Notification  Committee  has  notified the Trustee that the SCANA
               Corporation Key Employee  Severance  Benefits Plan was terminated
               prior to such Change in Control, all contributions to this Trust,
               other than such amounts designated as permanently  irrevocable by
               the Notification  Committee prior to the Change in Control, shall
               be irrevocable for a period of twenty-four  (24) months after the
               Change in Control.  As soon as practicable after such twenty-four
               (24) month period,  the Trustee shall return any remaining  funds
               to SCANA's successor,  other than funds separately  identified by
               the  Notification  Committee  prior to the  Change in  Control as
               being permanently irrevocable upon a Change in Control.

         (d)      Payment  by  SCANA  (or its  successor)  to the  Trust  of any
                  amounts  pursuant  to Section  1.4 shall be  accompanied  by a
                  Payment  Schedule  (as  defined in Section  2.1 hereof) and an
                  Accelerated  Payment  Schedule  (as  defined  in  Section  2.5
                  hereof)  with  respect  to each  Participant  (and  his or her
                  beneficiary) whose benefit payment is being made or to be made
                  from the Trust.

         1.6  Acceptance.  The Trustee accepts the duties and obligations of the
"Trustee" hereunder, agrees to accept delivery of funds delivered to it by SCANA
pursuant to this Article 1, and agrees to hold such funds (and any proceeds from
the  investment  of such  funds)  in trust in  accordance  with  the  terms  and
conditions of this Trust and the Plan.

         1.7 The  Administration  Committee.  SCANA's Board of Directors or such
other  committee as designated by SCANA's Board of Directors  shall serve as the
"Administration  Committee"  responsible for exercising certain powers,  rights,
and duties  described  herein.  SCANA's  Board of Directors  will certify to the
Trustee from time to time the person or persons who are acting as the members of
the  Administration  Committee.  The Trustee may rely on the latest  certificate
received  from  SCANA's   Board  of  Directors   without   further   inquiry  or
verification.  If, for any period  prior to a Change in Control,  no persons are
acting as members of the  Administration  Committee,  SCANA's Board of Directors
shall act on behalf  of, and shall have all of the  powers,  rights,  and duties
otherwise  reserved  under this Trust to the  Administration  Committee.  Upon a
Change in Control,  the powers,  rights,  and duties  otherwise  reserved to the
Administration Committee shall expire and neither the Administration  Committee,
nor SCANA's Board of  Directors,  nor any successor to SCANA shall be authorized
to exercise any powers,  rights or duties set forth in this Trust, except to the
extent specifically permitted under this Trust following a Change in Control.

         1.8 The Notification  Committee.  The Chief Executive Officer of SCANA,
Chief Financial Officer of SCANA, and Chairman of the Executive Committee of the
Board  of  Directors  of  SCANA  shall  serve  as the  "Notification  Committee"
responsible for exercising certain powers,  rights, and duties described herein.
SCANA's  Board of  Directors  will  certify to the Trustee from time to time the
persons who are acting as the  members of the  Notification  Committee.  After a
Potential Change in Control,  and until the Notification  Committee gives notice
to the  Trustee  described  in  Section  1.5,  the  individuals  comprising  the
Notification  Committee immediately prior to a Potential Change in Control shall
continue  to  constitute  the  Notification  Committee  and may not be  removed;
provided,  however, that if any one of the members of the Notification Committee
shall die or otherwise  become unable to act after a Potential Change in Control
and prior to the date the Notification  Committee  provides the notice described
in Section  1.5,  the  remaining  members of the  Notification  Committee  shall
appoint a successor  member to the  Notification  Committee to fill such vacancy
and shall  report  such  change to the  Trustee  within 30 days of such  change.
Quorum for any action by the  Notification  Committee  shall be two members upon
reasonable  notice to all three members of a meeting,  and a concurring  vote of
two  members  shall  authorize  action  taken  at such  meeting,  including  the
rendering of any  notification  from the  Notification  Committee to the Trustee
pursuant to Section 1.5. Meetings may be held by telecommunications conference.

         1.9 Warranty.  SCANA warrants that all directions or  authorizations by
the  Administration  Committee,  whether for the payment of money or  otherwise,
will comply with the provisions of the Plan and this Trust.

Article 2.  Payment Provisions

         2.1 Payment  Schedule and Benefit  Payments Prior to Change in Control.
Within ten (10) calendar days  following the end of each calendar  quarter prior
to a Change in Control (or more frequently,  as determined by the Administrative
Committee), the Administration Committee shall deliver to the Trustee a schedule
(the "Payment  Schedule")  which shall  indicate,  based on the operation of the
underlying  Plan,  the  appropriate  amounts  payable  in  respect  of each Plan
Participant (and his or her beneficiaries)  during the respective calendar year.
The Payment  Schedule also will specify the form in which such amounts are to be
paid (as provided for or available under the Plan), and the time of commencement
for payment of such amounts.  The Administration  Committee shall have the right
to modify such schedule during the calendar year, which  modifications  shall be
binding upon the Trustee. Except as otherwise provided herein, the Trustee shall
make  payments  to the  Participants  in the Plan  and  their  beneficiaries  in
accordance with such Payment Schedule.

         2.2 Committee  Determination of Benefits.  Except as otherwise provided
herein, and prior to a Change in Control,  the entitlement of a Plan Participant
or his or her  beneficiaries  to benefits  under the Plan shall be determined by
the Administration Committee and any claim for such benefits shall be considered
and reviewed  under the  procedures set out in the Plan, or if no such provision
is  contained  in the Plan  document,  the  procedures  contained in Section 2.4
herein shall be followed.

         2.3 Direct  Payment of Benefits by SCANA.  Notwithstanding  Section 2.1
herein,  and subject to Section 2.6, SCANA may make payment of benefits directly
to Plan  Participants or their  beneficiaries as they become due under the terms
of the Plan.  SCANA shall  notify the Trustee of its decision to make payment of
benefits  directly  prior to the  time  amounts  are  otherwise  payable  to the
Participants or their  beneficiaries under the Plan and this Trust. In addition,
if the principal of the Trust, and any earnings  thereon,  are not sufficient to
make payments of benefits in accordance with the terms of the Plan,  SCANA shall
make the balance of all such payments as they fall due, which  obligation  shall
be  enforceable  at law by either the Trustee or by the affected  Participant(s)
with  indemnification  by SCANA (or its  successor(s))  to the Trustee or to the
Participant(s)  for all  expenses  incurred  (e.g,  legal,  actuarial,  etc.) to
successfully  compel any and all such  payments.  The Trustee shall notify SCANA
where principal and earnings are not  sufficient.  Prior to a Change in Control,
the  Administration  Committee  may direct the  Trustee in writing to  reimburse
SCANA from the Trust Fund for Plan benefits  paid directly to a Participant  (or
beneficiary) by SCANA.

         2.4  Participant  Direction  Prior to a Change in  Control.  Prior to a
Change in Control,  and to the extent otherwise  provided in Section 2.6 after a
Change in  Control,  if a payment  required  under the terms of the Plan has not
been made to a Participant  or his or her  beneficiary(ies)  (whether due to the
failure of the  Administration  Committee  to notify the  Trustee as required by
this  Article  2 or  otherwise),  and the Plan has no stated  procedure  for the
Participant (or  beneficiary) to collect the benefits,  then the Participant may
notify the  Trustee in writing of the amount (or a  reasonable  estimate  of the
amount) owed to the Participant  pursuant to such Plan, and the date such amount
was due and  payable.  The Trustee  shall  notify the  Administration  Committee
within fifteen (15) calendar days of the receipt of such a payment  request.  If
the Administration  Committee does not provide the Trustee with a statement that
explains the  Administration  Committee's  grounds for disputing the accuracy of
the   Participant's   notice  and  sets  out  the   Administration   Committee's
calculations  of the proper amount due and payable to the  Participant  (if any)
within  thirty  (30)  calendar  days  of  the  date  the  Trustee  notified  the
Administration Committee of the payment request, then the Trustee shall make the
payment  requested by the Participant from the assets of the Trust Fund, and may
conclusively  rely on such payment or payments as being the appropriate  amount.
The Trustee also shall notify the Administration  Committee of such payment.  If
the  Administration  Committee  timely  provides the Trustee with the  statement
described in this Section 2.4, and the Participant  (or his or her  beneficiary)
does not agree with such statement, the dispute shall be resolved by arbitration
in accordance with the Commercial  Arbitration Rules of the American Arbitration
Association,  and judgment upon the award rendered by the arbitrator(s) shall be
conclusive and may be entered in any court of competent jurisdiction.

         Subject to the  sufficiency  of the assets of the Trust  Fund,  payment
shall be made to a Participant  from the Trust Fund in accordance with the terms
of the Plan and this Section 2.4 until the earlier of:

                  (i)      The  date  all   benefit   commitments   due  to  the
                           Participant  under  the  Plan,  as  requested  by the
                           Participant in his notification to the Trustee,  have
                           been satisfied; or

                  (ii)     The  date the  Administration  Committee  provides  a
                           statement  that  shows the  proper  amount due to the
                           Participant,  as described  above in this Section 2.4
                           and  the  adjustment  required  in the  Participant's
                           benefit to reflect such  amount.  If such a statement
                           is so provided,  appropriate  adjustment,  if any, in
                           the  amount  paid  and to be paid to the  Participant
                           shall be made.

         The Trustee shall make  distributions from the Trust Fund in accordance
with the  provisions of this Section 2.4,  subject to the  provisions of Section
2.6 and Article 5. If such assets are not  sufficient,  SCANA (or its successor)
shall be  obligated  to make the  balance  of each such  payment  when due.  The
Trustee  shall be fully  protected in acting  without  Administration  Committee
direction under this Section 2.4. In any case where there is a Change in Control
and payment is not made under the  Accelerated  Payment  Schedule  under Section
2.5, all references herein to the Administration Committee shall be deemed to be
references to SCANA's successor or its designee for periods after such Change in
Control.

         2.5 Accelerated  Payment Schedule.  From time to time prior to a Change
in Control, the Administration Committee shall deliver to the Trustee a schedule
(the "Accelerated Payment Schedule") that indicates the lump sum amounts payable
with respect to each Plan Participant (and his or her  beneficiaries)  under the
terms of the Plan as of the date set forth in the Accelerated  Payment Schedule,
which amount is to be paid in accordance  with the terms of the Plan and Section
2.6(a) upon the  occurrence  of a Change in  Control.  The  Accelerated  Payment
Schedule  shall be provided in addition  to the Payment  Schedule  described  in
Section 2.1.

         2.6      Benefit Payments Following a Change in Control.

         (a)      On the same  business  day that the Trustee  receives  written
                  notification  from  the  Notification  Committee  that:  (i) a
                  Change  in  Control  has  occurred;  and (ii)  that the  SCANA
                  Corporation Key Employee Severance Benefits Plan ("KESBP") was
                  not terminated  prior to such Change in Control,  payment from
                  the Trust  shall be made in a lump sum  amount  in  accordance
                  with the Accelerated Payment Schedule in effect as of the date
                  of the Change in Control.

         (b)      If the Notification Committee notifies the Trustee that: (a) a
                  Change in  Control  has  occurred;  and (b) that the KESBP was
                  terminated  prior to such Change in Control,  then the Trustee
                  shall  continue to hold the assets of the Trust Fund,  subject
                  to the  payment  provisions  of  Section  2.4  and  the  other
                  provisions of this Trust to the extent not  inconsistent  with
                  Section  2.4.  In such case,  all  references  herein to SCANA
                  shall be deemed to be references to SCANA's successor.

         (c)      The Trustee  shall be fully  protected in making or refraining
                  from making any payment in accordance  with the  provisions of
                  this Section.

         2.7 Missing Persons.  If any payment directed to be made by the Trustee
from the Trust Fund is not claimed by the person entitled  thereto,  the Trustee
shall notify the  Administration  Committee of that fact. The Trustee thereafter
shall have no obligation to search for or ascertain the whereabouts of any payee
under this Trust.

         2.8   Nonalienation   of  Trust  Assets.   Benefits   payable  to  Plan
Participants  and their  beneficiaries  under this Trust may not be anticipated,
assigned  (either  at law  or in  equity),  alienated,  pledged,  encumbered  or
subjected  to  attachment,  garnishment,  levy,  execution  or  other  legal  or
equitable process,  except as may be required by the tax withholding  provisions
of the Code or of a state's or locality's income tax act.

         Except as provided by Section 1.3,  Section 1.4,  Section 1.5,  Section
3.2(p), Article 5, or by order of a court of competent jurisdiction, in no event
shall SCANA pay over,  transfer,  assign,  pledge, or encumber the assets of the
Trust Fund;  and any  attempt to  alienate  or assign  said assets  shall not be
merely voidable, but absolutely void.

Article 3.  Management of the Trust Fund

         3.1 The Trust Fund.  Unless the context  clearly  implies or  indicates
otherwise, the term "Trust Fund" as of any date means all property of every kind
then held under this Trust by the Trustee.

         3.2 Trustee's General Powers,  Rights, and Duties.  With respect to the
Trust Fund and subject only to the limitations  expressly provided in this Trust
(including the powers reserved to the Administration Committee prior to a Change
in  Control  under  Section  4.1  herein,  and the  powers,  rights,  and duties
specifically  allocated to an  Investment  Manager,  if so appointed  prior to a
Change in Control as provided in Section 4.2 herein),  or imposed by  applicable
law, the Trustee shall have the following powers, rights, and duties in addition
to those vested in it elsewhere in this Trust or by law:

          (a)  To invest and reinvest  part or all of the Trust Fund in any real
               or personal property (including investments in any stocks, bonds,
               debentures, mutual fund shares, notes, commercial paper, treasury
               bills,  any common,  commingled,  or collective  trust funds,  or
               pooled   investment   funds   described   in  Section   3.3,  any
               interest-bearing  deposits held by any bank or similar  financial
               institution,  life insurance policies, annuity contracts, and any
               other real or  personal  property,  regardless  of  whether  such
               investments   are  issued  by  SCANA),   and  to  diversify  such
               investments  so as to minimize  the risk of large  losses  unless
               under the circumstances it is clearly prudent not to do so.

         (b)      To invest in securities  (including stock or rights to acquire
                  stock) or obligations  issued by SCANA. All rights  associated
                  with assets of the Trust shall be  exercised by the Trustee or
                  the person  designated by the Trustee and shall in no event be
                  exercisable by or rest with Plan participants.  With regard to
                  accounting  and  administration  related to the  investment of
                  securities  issued by SCANA,  the  Trustee  is  authorized  to
                  participate  in the  SCANA  Investor  Plus  Plan  and to  open
                  accounts under that Plan in the name of the Trustee.

         (c)      To  retain  in cash  such  amounts  as the  Trustee  considers
                  advisable  and as  are  permitted  by  applicable  law  and to
                  deposit any cash so retained in any depository  (including any
                  bank acting as trustee) which the Trustee may select.

         (d)      To manage,  sell, insure, and otherwise deal with all real and
                  personal  property  held  by the  Trustee  on such  terms  and
                  conditions as the Trustee shall decide.

          (e)  To vote stock and other  voting  securities  directly or by proxy
               (and to delegate the Trustee's powers and discretion with respect
               to such stock or other voting  securities to any such proxy),  to
               exercise subscription,  conversion,  and other rights and options
               (and make payments from the Trust Fund in connection  therewith),
               to take any  action and to abstain  from  taking any action  with
               respect   to   any   reorganization,    consolidation,    merger,
               dissolution, recapitalization, refinancing, and any other program
               or change affecting any property constituting a part of the Trust
               Fund (and in  connection  therewith  to  delegate  the  Trustee's
               discretionary powers and to pay assessments,  subscriptions,  and
               other  charges  from the Trust  Fund),  to hold or  register  any
               property from time to time in the  Trustee's  name or in the name
               of a  nominee  or to hold it  unregistered  or in such  form that
               title  shall  pass by  delivery  and,  with the  approval  of the
               Administration  Committee,  to borrow from anyone,  including any
               bank  acting as trustee,  to the extent  permitted  by law,  such
               amounts from time to time as the Trustee  considers  desirable to
               carry out this  Trust (and to  mortgage  or pledge all or part of
               the Trust Fund as security).

         (f)      When  directed  by  the  Administration  Committee  or  by  an
                  Investment Manager (as defined in Article 4 herein), in either
                  case prior to a Change in  Control,  to  acquire,  retain,  or
                  dispose of such investments as the Administration Committee or
                  an Investment Manager directs in accordance with this Trust.

         (g)      To make payments from the Trust Fund to provide  benefits that
                  have  become  payable  under the Plan  pursuant  to  Article 2
                  hereof  or  that  are  required  to be  made  to  the  general
                  creditors of SCANA as set forth in Section 5.2 herein.

         (h)      To  begin,  maintain,  or  defend  any  litigation  reasonably
                  necessary in connection with the  administration  of the Trust
                  and SCANA shall  indemnify the Trustee  against all reasonable
                  expenses  and  liabilities  sustained  or  anticipated  by the
                  Trustee by reason of such litigation.

          (i)  To withhold,  if the Trustee  considers it advisable,  all or any
               part  of any  payment  required  to be made  hereunder  as may be
               necessary  and  proper to protect  the  Trustee or the Trust Fund
               against  any  liability  or  claim  on  account  of  any  estate,
               inheritance,  income or other tax, or assessment  attributable to
               any amount payable hereunder, and to discharge any such liability
               with any part or all of such payment so withheld,  provided  that
               at least ten (10) days prior to  discharging  any such  liability
               with  any  amount  so  withheld  the  Trustee  shall  notify  the
               Administration Committee in writing of the Trustee's intent to do
               so. The Trustee  shall not be either  individually  or  severally
               liable  for any taxes of any kind  levied or  assessed  under the
               existing or future laws against the Trust  assets.  To the extent
               that any taxes are payable by the Trust to any Federal, state, or
               local taxing  authorities on account of earnings on Trust assets,
               SCANA shall provide the Trustee with the funds to pay such taxes.

          (j)  To timely  furnish SCANA with such  information  in the Trustee's
               possession as SCANA may need or may specifically  request for tax
               or other purposes.  However,  unless otherwise agreed to by SCANA
               and the  Trustee,  the  Trustee  shall be  responsible  for:  (i)
               deducting and  withholding  all taxes to be deducted and withheld
               from  payments to  Participants;  (ii)  furnishing to each person
               receiving payment or distribution from the Trust, appropriate tax
               information  evidencing  such  payment  or  distribution  and the
               amount  thereof;  and (iii)  preparing and filing all information
               reports  and tax returns  required to be filed with any  Federal,
               state,  or local  government  agency or authority with respect to
               any payments made to any Participant hereunder.

         (k)      To maintain records reflecting all receipts and payments under
                  this  Trust  and  such  other  records  as the  Administration
                  Committee  specifies  and to which the Trustee  agrees,  which
                  records may be audited from time to time by the Administration
                  Committee or anyone named by the Administration Committee.

         (l)      To report  to the  Administration  Committee  as of the end of
                  each   calendar   year,   and  at  such  other  times  as  the
                  Administration  Committee  may request,  the then net worth of
                  the Trust Fund (that is, the fair  market  value of all assets
                  held in the  Trust,  less  liabilities  known to the  Trustee,
                  other than liabilities to Participants (and beneficiaries) and
                  amounts  payable from the Trust Fund to creditors  who are not
                  entitled  to  benefits  under the Plan),  on the basis of such
                  data and information as the Trustee considers reliable.

         (m)      To furnish periodic accounts to the  Administration  Committee
                  for such periods as the Administration  Committee may specify,
                  showing all investments,  receipts,  disbursements,  and other
                  transactions  involving  the Trust Fund during the  applicable
                  period  and the  assets of the  Trust  Fund held at the end of
                  that period.

         (n)      To employ agents,  attorneys,  accountants,  and other persons
                  (who  also  may  be  employed  by  SCANA,  the  Administration
                  Committee,  or others),  to delegate  discretionary  powers to
                  such persons,  and to  reasonably  rely upon  information  and
                  advice  furnished  by such  persons;  provided  that each such
                  delegation  and the  acceptance  thereof  by each such  person
                  shall be in writing; and provided further that the Trustee may
                  not  delegate its  responsibilities  as to the  management  or
                  control of the assets of the Trust Fund.

         (o)      To perform all other acts which in the Trustee's  judgment are
                  appropriate  for  the  proper  management,   investment,   and
                  distribution  of the Trust Fund to the extent such duties have
                  not been assigned to others as provided herein.

               (p)  To pay premiums on any insurance  policy or annuity contract
                    under which the Trust is owner and/or beneficiary, to borrow
                    against  any  such  insurance  policy,  to cash in any  such
                    insurance  policy  or  annuity  contract,  and to  exercise,
                    without  exclusion,  all powers  conferred  on  trustees  by
                    applicable law, unless expressly  provided otherwise herein,
                    provided, however, that if an insurance policy is held as an
                    asset of the Trust,  the Trustee shall have no power to name
                    a beneficiary of the policy other than the Trust,  to assign
                    the policy (as distinct  from  conversion of the policy to a
                    different  form) other than to a successor  Trustee or, upon
                    direction  from  the  Administration  Committee  prior  to a
                    Change in Control, to SCANA and appropriate  subsidiary(ies)
                    for the return of  policies  and  annuity  contracts  to the
                    respective  corporate  owners prior to their  deposit to the
                    Trust,  or to  loan  to  any  person  the  proceeds  of  any
                    borrowing against such policy.

         (q)      Notwithstanding  any powers granted to the Trustee pursuant to
                  this Trust or to  applicable  law, the Trustee  shall not have
                  any power that could give this Trust the objective of carrying
                  on a business  and dividing  the gains  therefrom,  within the
                  meaning   of  section   301.7701-2   of  the   Procedure   and
                  Administrative Regulations promulgated pursuant to the Code.

         3.3 Collective Investment Trusts. The Trustee itself (or any Investment
Manager appointed  pursuant to Section 4.2 hereof) may invest any part or all of
the Trust  assets  for which it has  investment  responsibility  in any  common,
collective,  or  commingled  trust  fund  or  pooled  investment  fund  that  is
maintained by a bank or trust company  (including a bank or trust company acting
as the  Trustee)  provided  such  investments  are  consistent  with  applicable
investment  requirements  and guidelines so  established  by the  Administration
Committee  pursuant to Section 4.1 hereof.  To the extent that any Trust  assets
are invested in any such fund, the provisions of the documents  under which such
common,  collective,  or  commingled  trust fund or pooled  investment  fund are
maintained shall govern any investments therein.

         3.4 Accounting.  The Trustee shall maintain a recordkeeping  account in
the  name of each  Participant  which,  pursuant  to  rules  established  by the
Administration Committee, will reflect with respect to each Participant:

         (a)   Deposits made by SCANA to the Trust Fund, for each Participant,
               pursuant to Article 1 herein;

         (b)   Income,  losses, and appreciation or depreciation in the value
               of Trust assets resulting from investment of the Trust Fund;

         (c)   Payments made from the Trust Fund to Participants (or to a
               Participant's beneficiaries); and

         (d)   Any other  amounts  charged to the  accounts of  Participants,
               including Trustee investment  expenses as described in Section
               3.6 herein.

         As  of  the  end  of  each  calendar  year,   such  accounts  shall  be
appropriately  adjusted  in  accordance  with such rules to reflect the then net
worth of the Trust  Fund,  as  determined  as of that  calendar  year end by the
Trustee and reported to the Administration Committee pursuant to Section 3.2(l).
The value of all assets and earnings thereon shall be identified for the account
of each  Participant on a schedule  prepared by the Trust and delivered to SCANA
within forty-five (45) calendar days following the end of each calendar year.

         3.5 Common Fund. The Trustee shall be entitled to hold and to commingle
the  assets  of the  Trust  in one  fund  for  investment  purposes,  but at the
direction of SCANA prior to a Change in Control the Trustee  shall create one or
more  subaccounts.  Except as provided in Section 4.1 herein,  the Trustee shall
not be required to make separate  investments of the Trust Fund for the accounts
of each  Participant  in the  absence of such  direction  by the  Administration
Committee, and may administer and invest the deposits made to the Trust by SCANA
as one Trust Fund.  The Trustee  also shall not be required to make any separate
investments  of the Trust Fund for the account of any general  creditor of SCANA
or its  subsidiaries  prior to receipt of  directions  to make  payments to such
creditor in accordance with Section 5.2.

         3.6 Compensation and Expenses. Reasonable compensation as may be agreed
upon from time to time between the Administration Committee and the Trustee, and
all  expenses  (except  those  specifically  described  in  the  next  sentence)
reasonably  incurred  by the  Trustee and the  Administration  Committee  in the
administration  of this  Trust,  including  compensation  to agents,  actuaries,
attorneys,  accountants,  and  other  persons  employed  by the  Trustee  or the
Administration Committee, as certified by them, shall be paid directly by SCANA.
To the extent such compensation and expenses are not paid by SCANA within ninety
(90) days of delivery  of invoice for same by the Trustee to SCANA,  the Trustee
may pay such  compensation  and expenses  from the Trust Fund.  Expenses  solely
attributable  to investment of the Trust Fund (such as Investment  Manager fees,
load or other commission fees, brokerage, postage, express or insurance charges,
and stock  transfer  stamps  expense)  shall be paid from the Trust  Fund to the
extent not paid directly by SCANA.

Article 4.  Investment Funds and Investment Managers

         4.1 Investment Funds. Prior to a Change in Control,  the Administration
Committee  may direct the  Trustee to  establish  separate  investment  accounts
within the Trust Fund, each separate account being hereinafter referred to as an
"Investment  Fund." The Trustee shall transfer to each such Investment Fund such
portion  of the  assets of the Trust Fund as the  Administration  Committee  may
direct from time to time prior to a Change in Control.

         Prior  to  a  Change  in  Control,  the  Administration  Committee  may
establish guidelines,  objectives,  and restrictions regarding the investment of
Trust  assets.  The Trustee  shall be under no duty to  question,  and shall not
incur any liability on account of following, any direction of the Administration
Committee  prior to a Change in Control.  The Trustee  shall be under no duty to
review the investment guidelines,  objectives and restrictions  established,  or
the specific investment directions given by the Administration Committee for any
Investment  Fund,  or to make  suggestions  to the  Administration  Committee in
connection  therewith.  To the extent that  directions  from the  Administration
Committee to the Trustee represent investment elections of the Participants, the
Trustee shall have no  responsibility  for such  investment  elections and shall
incur no  liability  on  account  of  investing  the assets of the Trust Fund in
accordance with such directions.

         All interest,  dividends and other income received with respect to, and
any proceeds  received from the sale or other disposition of securities or other
property held in, an Investment Fund shall be credited to and reinvested in such
Investment  Fund.  All  expenses  of the Trust  Fund  which are  allocable  to a
particular Investment Fund shall be so allocated and charged.  Prior to a Change
in Control, the Administration  Committee may direct the Trustee to eliminate an
Investment Fund or Funds, and the Trustee shall thereupon  dispose of the assets
of such Investment Fund and reinvest the proceeds thereof in accordance with the
directions of the Administration Committee.

         After  the  occurrence  of a  Change  in  Control,  the  Administration
Committee  shall have none of the powers  specified  in this Section 4.1 and the
Trustee may rely on the final direction provided by the Administration Committee
prior to such Change in Control.

         4.2   Investment   Managers.   Prior  to  a  Change  in  Control,   the
Administration Committee, from time to time, may appoint one or more independent
Investment  Managers,  pursuant  to a written  investment  management  agreement
describing  the powers and duties of the  Investment  Manager (and providing for
the delivery of a written acknowledgement from the Investment Manager that it is
a fiduciary under this Trust),  to direct the investment and reinvestment of all
or a portion of the Trust Fund or an Investment Fund (hereinafter referred to as
an "Investment Account").

         The  Administration  Committee  shall  furnish the Trustee with written
notice of the  appointment  of each  Investment  Manager  hereunder,  and of the
termination of any such appointment.  Such notice shall specify the assets which
shall constitute the Investment Account. The Trustee shall be fully protected in
relying upon the effectiveness of such appointment and the Investment  Manager's
continuing  satisfaction  of  the  requirements  set  forth  in  the  investment
management  agreement until it receives  written notice from the  Administration
Committee to the contrary.

         The  Administration  Committee  shall provide each  Investment  Manager
appointed with respect to an Investment  Account with the investment  guidelines
for that fund and with any modifications in such investment guidelines made from
time to  time.  Notwithstanding  the  fact  that an  Investment  Manager  may be
appointed with responsibility for the management of an Investment  Account,  the
Trustee shall have the  responsibility  for the investment of cash balances held
by it from time to time as a part of such  investment  fund in  short-term  cash
equivalents (such as short-term  commercial  paper,  treasury bills, and similar
securities,  and for this  purpose,  the Trustee  may invest in any  appropriate
common,  commingled, or collective short-term investment fund). In addition, the
Trustee  shall  have the  power,  right,  and  duty to sell any such  short-term
investments as may be necessary to carry out the  instructions of the Investment
Manager with respect to the investment of the investment fund.

         The Trustee shall  conclusively  presume that each Investment  Manager,
under its investment management agreement,  is entitled to act, in directing the
investment  and  reinvestment  of  the  Investment   Account  for  which  it  is
responsible,  in its sole and  independent  discretion  and without  limitation,
except for any limitations which from time to time the Administration  Committee
and the Trustee agree (in writing) shall modify the scope of such authority. The
Trustee shall have no liability:

         (a)   For the acts or omissions of any Investment Manager or Managers;

         (b)   For following  directions,  including investment directions of
               an Investment Manager or the Administration  Committee,  which
               are given in accordance with this Trust; or

         (c)   For any loss of any kind  which may result by reason of errors
               made by the Investment Manager or the Administration Committee
               in the  division  of the Trust  Fund or  Investment  Fund into
               Investment Accounts.

         An Investment Manager shall certify, at the request of the Trustee, the
value of any securities or other property held in any Investment Account managed
by such  Investment  Manager,  and such  certification  shall be  regarded  as a
direction  with  regard to such  valuation.  The  Trustee  shall be  entitled to
conclusively  rely upon such  valuation for all purposes  under this Trust.  The
Trustee shall have the right to request that some part or all of the  directions
made by an  Investment  Manager  be in  writing  and shall  assume no  liability
hereunder  for failure to act  pursuant to  directions  which fail to conform to
such request.

         After  the  occurrence  of a  Change  in  Control,  the  Administration
Committee  shall have none of the powers  specified  in this Section 4.2 and the
Trustee may rely on the final direction provided by the Administration Committee
prior to such Change in Control.

Article 5.  Insolvency

         5.1  Insolvency.  The Trustee  shall cease  payment of benefits to Plan
Participants  and their  beneficiaries  if SCANA is  Insolvent.  SCANA  shall be
considered  "Insolvent" for purposes of this Trust if (i) SCANA is unable to pay
its debts as they become  due, or (ii) SCANA is subject to a pending  proceeding
as a debtor  under the United  States  Bankruptcy  Code.  If  amounts  have been
contributed  to the Trust that have been  contributed  to assist a subsidiary of
SCANA in meeting  the  subsidiary's  deferred  compensation  obligations  to its
service  provider  Participants  under the Plan, all references to SCANA in this
Section 5.1 shall include such subsidiary.

         5.2 Payments During Insolvency.  At all times during the continuance of
this Trust,  the principal and income of the Trust shall be subject to claims of
general  creditors  of  SCANA  under  federal  and  state  law in the  event  of
Insolvency (as defined in Section 5.1) as set forth below.

         (a)      The Board of  Directors  and the Chief  Executive  Officer  of
                  SCANA  shall have the duty to inform the Trustee in writing of
                  the Insolvency of SCANA. If a person claiming to be a creditor
                  of SCANA  alleges  in writing  to the  Trustee  that SCANA has
                  become Insolvent, the Trustee shall determine whether SCANA is
                  Insolvent and, pending such  determination,  the Trustee shall
                  discontinue  payment of benefits to Plan Participants or their
                  beneficiaries.

         (b)      Unless the Trustee has actual  knowledge of the  Insolvency of
                  SCANA,  or has received notice from SCANA or a person claiming
                  to be a creditor alleging that SCANA is Insolvent, the Trustee
                  shall have no duty to inquire whether SCANA is Insolvent.  The
                  Trustee may in all events rely on such evidence concerning the
                  solvency of SCANA as may be  furnished to the Trustee and that
                  provides  the  Trustee  with a  reasonable  basis for making a
                  determination concerning the solvency of SCANA .

         (c)      If, at any time,  the  Trustee  has  determined  that SCANA is
                  Insolvent,  the  Trustee  shall  discontinue  payments to Plan
                  Participants or their  beneficiaries and shall hold the assets
                  of the Trust for the benefit of the general creditors of SCANA
                  . Nothing in this Trust shall in any way  diminish  any rights
                  of Plan  Participants or their  beneficiaries  to pursue their
                  rights as general  creditors of SCANA with respect to benefits
                  due under the Plan or otherwise.

         (d)      The  Trustee  shall  resume the  payment of  benefits  to Plan
                  Participants or their beneficiaries in accordance with Article
                  2 of this Trust only after the  Trustee  has  determined  that
                  SCANA is not Insolvent (or is no longer Insolvent).

         (e)      Provided  that there are  sufficient  assets,  if the  Trustee
                  discontinues  the  payment  of  benefits  from the  Trust  and
                  subsequently   resumes  such   payments,   the  first  payment
                  following  such  discontinuance  shall  include the  aggregate
                  amount  of all  payments  due to Plan  Participants  or  their
                  beneficiaries  under the  terms of the Plan for the  period of
                  such discontinuance, less the aggregate amount of any payments
                  made to Plan  Participants or their  beneficiaries by SCANA in
                  lieu of the payments  provided for  hereunder  during any such
                  period of discontinuance.

Article 6.  Resignation or Removal of Trustee

         6.1 Resignation of Trustee.  Prior to a Change in Control,  the Trustee
may  resign at any time by written  notice to SCANA,  which  shall be  effective
sixty (60)  calendar  days after  receipt of such  notice  unless  SCANA and the
Trustee agree otherwise.  Following a Change in Control,  the Trustee may resign
only after the appointment of a successor Trustee, and shall apply to a court of
competent  jurisdiction  for the  appointment  of a  successor  Trustee,  or for
instructions.

         6.2 Removal of Trustee.  Prior to a Change in Control,  the Trustee may
be removed by SCANA on sixty (60)  calendar  days notice or upon shorter  notice
accepted by the Trustee. Subsequent to a Change in Control, the Trustee may only
be removed by SCANA with the consent of all Participants  covered by the Plan at
such time.

         6.3  Appointment of Successor.  Subject to the  limitations of Sections
6.1 and 6.2 herein,  if the Trustee resigns or is removed,  a successor  Trustee
(which shall be a third party  unrelated to SCANA that may be granted  corporate
trustee powers under state law) shall be appointed by SCANA prior to a Change in
Control,  and by the Trustee  following  a Change in Control,  no later than the
effective date of  resignation or removal under Sections 6.1 and 6.2 herein.  If
no such appointment has been made by SCANA or the Trustee, the Trustee may apply
to a court of  competent  jurisdiction  for  appointment  of a successor  or for
instructions.  All  expenses of the Trustee in  connection  with the  proceeding
shall be allowed as administrative expenses of the Trust.

         6.4 Duties of  Predecessor  Trustee  and  Successor  Trustee.  Upon the
appointment  of a successor  Trustee,  the removed or  resigning  Trustee  shall
transfer  and  deliver  the  assets of the Trust  Fund to such  successor  after
reserving such reasonable  amounts as it shall deem necessary to provide for any
expenses, fees, or taxes then or thereafter chargeable against the Trust Fund. A
Trustee that resigns or is removed shall promptly furnish to the  Administration
Committee and the successor Trustee a final account of its administration of the
Trust.  A  successor  Trustee  shall  succeed  to the  right  and  title  of the
predecessor  Trustee in the assets of the Trust Fund and the predecessor Trustee
shall deliver the property  comprising  the Trust Fund to the successor  Trustee
together with any instruments of transfer,  conveyance,  assignment, and further
assurances as the  successor  Trustee may  reasonably  require.  Each  successor
Trustee shall have all the powers, rights, and duties conferred by this Trust as
if named the initial  Trustee.  Subject to applicable law, no successor  Trustee
shall be personally liable for any action or omission of a predecessor Trustee.

Article 7.  Amendment and Termination

         7.1      Amendment.

         (a)      Prior to a Change in Control, this Trust may be amended at any
                  time and for any reason by a written  instrument  executed  by
                  SCANA  and  agreed  to by  the  Trustee.  Notwithstanding  the
                  foregoing,  no such amendment shall conflict with the terms of
                  the Plan.

         (b)      Notwithstanding  the foregoing,  the duties and liabilities of
                  the Administration  Committee, the Notification Committee, the
                  Trustee,  and each Investment  Manager under this Trust cannot
                  be changed without their written consent.

         (c)      On and after a Change in Control, the Trust may not be amended
                  without the written consent of each of the  Participants  then
                  covered by the Plan.

         (d)      On and after a Change in Control,  no  additional  plan may be
                  covered by this Trust  without the written  consent of each of
                  the Participants  covered by the Plan immediately prior to the
                  Change in Control.

         (e)      This  Trust may not be  amended at any time so as to cause the
                  reduction or cessation of any rights to benefits a Participant
                  has  accrued  under  the  terms  of  the  Plan  as  in  effect
                  immediately prior to any such amendment.

         (f)      On and after a Change in Control, under no condition shall any
                  amendment  result in the return or  repayment to SCANA (or its
                  successors)  of any portion of the Trust  Fund,  or the income
                  therefrom, or result in the distribution of the Trust Fund for
                  any purposes  other than for the repayment of  obligations  of
                  SCANA  (or  its   successors)  to  it  general   creditors  in
                  accordance  with  Article 5 herein  and for  payments  made in
                  accordance with Section 2.4 and Section 2.6.

         7.2      Termination.

               (a)  The Trust shall not terminate,  and all the rights,  titles,
                    powers,  duties,  discretion,  and immunities  imposed on or
                    reserved to the  Trustee,  SCANA (and its  successors),  the
                    Administration  Committee, and any Investment Managers shall
                    continue  with  respect  to the  Trust,  until all  benefits
                    payable   to   Participants   under   the  Plan  (or   their
                    beneficiaries)   have  been  paid  in  accordance  with  the
                    applicable Plan and all assets have been  distributed by the
                    Trustee  and/or  by SCANA  under  the  Trust  and the  Plan.
                    Notwithstanding  any other  provisions  of this  Trust,  the
                    Trust shall terminate one day prior to the expiration of the
                    period of twenty-one  (21) years after the death of the last
                    to die of  directors  of SCANA who are  Participants  in the
                    Plan on the day and year first above written.

         (b)      Upon  termination of this Trust, the Trustee shall continue to
                  have  such  of  the  powers  provided  in  this  Trust  as are
                  necessary  or  desirable  for  the  orderly   liquidation  and
                  distribution  of the  Trust  Fund.  Upon  termination  of this
                  Trust,  any assets remaining in the Trust shall be returned to
                  SCANA.

Article 8.  Liability and Indemnification

         8.1 Liabilities  Mutually  Exclusive.  To the extent  permitted by law,
SCANA, the Trustee,  the Administration  Committee,  and each member thereof and
each Investment  Manager shall be responsible  only for its or their own acts or
omissions.

         8.2 Indemnification. SCANA hereby agrees to indemnify and hold harmless
the Trustee from and against any losses, damages, liabilities, claims, costs, or
expenses (including  reasonable  attorneys' fees) which the Trustee may incur by
reason of the  negligence or willful  misconduct of SCANA or the  Administration
Committee.  In making any  distributions  and taking any other action hereunder,
the  Trustee may rely upon and shall be fully  protected  in relying  upon,  any
notice, certificate, or other paper or written document provided by SCANA or the
Administration Committee and reasonably believed to be genuine.

         8.3 Trustee's Actions Conclusive.  Except as otherwise provided by law,
the Trustee's exercise or nonexercise of its powers and discretion in good faith
shall be  conclusive  on all  persons.  No one  shall be  obliged  to see to the
application  of any money paid or property  delivered to the Trustee,  except to
the extent such person is acting as an  Investment  Manager with respect to such
money  or  property.  The  certificate  of the  Trustee  that  it is  acting  in
accordance  with this Trust will fully  protect  all  persons  dealing  with the
Trustee. If there is a disagreement between the Trustee and anyone as to any act
or transaction reported in any accounting, the Trustee shall have the right to a
settlement of its account by any court of competent jurisdiction.

         8.4  Litigation.  Any final judgment that is not appealed or appealable
and which may be entered in any action or proceeding  regarding this Trust shall
be binding  and  conclusive  on the  parties  hereto and all  persons  having or
claiming to have an interest in the Trust.

Article 9.  Change in Control Definitions

         (a)      "Change  in  Control"  of SCANA  means a change in  control of
                  SCANA of a nature  that would be  required  to be  reported in
                  response  to  Item  6(e) of  Schedule  14A of  Regulation  14A
                  promulgated  under the  Securities  Exchange  Act of 1934,  as
                  amended ("Exchange Act"), whether or not SCANA is then subject
                  to  such  reporting   requirements;   provided  that,  without
                  limitation,  such a Change in Control  shall be deemed to have
                  occurred if:

                  (i)      Any  Person (as  defined  in  Section  3(a)(9) of the
                           Exchange  Act and used in  Sections  13(d)  and 14(d)
                           thereof,  including  a "group"  as defined in Section
                           13(d)) is or becomes the Beneficial  Owner,  directly
                           or  indirectly,  of twenty five percent (25%) or more
                           of the  combined  voting  power  of  the  outstanding
                           shares of capital stock of SCANA;

                    (ii) During  any  period of two (2)  consecutive  years (not
                         including  any  period  prior to the  execution  of the
                         Plan)  there  shall  cease to be a majority  of SCANA's
                         Board of Directors  comprised  as follows:  individuals
                         who at the beginning of such period constitute  SCANA's
                         Board  of  Directors  and  any  new  director(s)  whose
                         election by SCANA's  Board of Directors  or  nomination
                         for election by SCANA's  stockholders was approved by a
                         vote of at least two-thirds (2/3) of the directors then
                         still  in  office  who  either  were  directors  at the
                         beginning of the period or whose election or nomination
                         for election was previously so approved;

                  (iii)    The  issuance  of an  Order  by  the  Securities  and
                           Exchange  Commission (SEC),  under Section 9(a)(2) of
                           the Public  Utility  Holding  Company Act of 1935, as
                           amended (the "1935 Act"),  authorizing  a third party
                           to  acquire  five  percent  (5%) or  more of  SCANA's
                           voting shares of capital stock; or

                    (iv) The   shareholders   of  SCANA   approve  a  merger  or
                         consolidation  of  SCANA  with any  other  corporation,
                         other than a merger or consolidation which would result
                         in  the  voting   shares  of  capital  stock  of  SCANA
                         outstanding  immediately  prior  thereto  continuing to
                         represent (either by remaining  outstanding or by being
                         converted  into voting  shares of capital  stock of the
                         surviving  entity) at least eighty percent (80%) of the
                         combined  voting power of the voting  shares of capital
                         stock  of SCANA or such  surviving  entity  outstanding
                         immediately after such merger or consolidation;  or the
                         shareholders  of  SCANA  approve  a  plan  of  complete
                         liquidation  of SCANA or an  agreement  for the sale or
                         disposition  by  SCANA of all or  substantially  all of
                         SCANA's assets.

         (b)      "Potential  Change in Control" means and includes the event of
                  any one or more of the following occurrences:

                  (i)      SCANA enters into an agreement, the consummation of
                           which would  result in the occurrence of a Change in
                           Control of SCANA;

                  (ii)     Any person  including  SCANA  publicly  announces  an
                           intention to take or to consider taking actions which
                           if consummated,  would constitute a Change of Control
                           of SCANA;

                  (iii)    Any person,  other than a trustee or other  fiduciary
                           holding  securities under an employee benefit plan of
                           SCANA (or corporation owned,  directly or indirectly;
                           by the  stockholders  of SCANA in  substantially  the
                           same  proportions  as  their  ownership  of  stock of
                           SCANA),  becomes the beneficial  owner (as defined in
                           Rule 13d-3 of the General  Rules and  Regulations  of
                           the  Exchange  Act),   directly  or  indirectly,   of
                           securities of SCANA  representing  eight and one-half
                           percent  (8.5%) or more of the combined  voting power
                           of SCANA's then outstanding securities;

                  (iv)     The filing of an  application  by a third  party with
                           the SEC  under  Section  9(a)(2)  of the 1935 Act for
                           authorization  to acquire  shares as to hold,  own or
                           control, directly or indirectly, five percent (5%) or
                           more of the voting stock of SCANA; or

                  (v)      SCANA's Board of Directors adopts a resolution to the
                           effect that for  purposes of this Trust and  affected
                           benefit plans, a Potential Change in Control of SCANA
                           has occurred.

Article 10.  Miscellaneous

         10.1 Severability.  Any provision of this Trust prohibited by law shall
be ineffective to the extent of any such prohibition,  without  invalidating the
remaining provisions hereof.

         10.2  Governing  Law.  This Trust shall be governed by and construed in
accordance  with the laws of the  state of South  Carolina,  to the  extent  not
preempted by federal or foreign law.

         10.3  Evidence.  Evidence  required of anyone under this Trust shall be
signed,  made,  or  presented  by the  proper  party  or  parties  and may be by
certificate, affidavit, document, or other writing which the person acting on it
considers pertinent and reliable.

         10.4  Wavier of  Notice.  Any notice  required  under this Trust may be
waived by the person entitled to such notice.

         10.5 Counterparts.  This Trust and any amendment hereto may be executed
in two or more  counterparts,  any one of  which  will  be an  original  without
reference to the others.

         10.6 Gender and Number. Except when otherwise indicated by the context,
words  denoting the masculine  gender shall  include the feminine;  the singular
shall include the plural, and the plural shall include the singular.

         10.7  Scope of this  Trust.  The Plan and this Trust will be binding on
all persons entitled to benefits  hereunder and their respective heirs and legal
representatives,  and upon SCANA, the Administration Committee, the Trustee, and
any Investment Managers, and their successors and assigns.

         10.8 Statutory References. Any references in this Trust to a section of
the Internal  Revenue Code shall include any  comparable  section or sections of
any future legislation that amends, supplements, or supersedes that section.

         10.9  Merger of Trustee.  If the  Trustee at any time acting  hereunder
shall be merged or  consolidated  with, or shall sell or transfer  substantially
all of its assets and  business to another  corporation,  state or  federal,  or
shall be in any  manner  reorganized  or  reincorporated,  then the  corporation
resulting therefrom,  or the corporation to which such sale or transfer shall be
made, shall be deemed to be the Trustee then acting hereunder.

         10.10  Headings.  The heading  contained  herein are inserted only as a
matter of convenience and for reference and in no way define, limit, enlarge, or
described  the scope or intent  of the  Trust or  underlying  Plan and in no way
shall affect the Trust or underlying  Plan or the  construction of any provision
thereof.

Article 11.  Effective Date

         The effective date of this Trust is January 1, 2001.



<PAGE>


         IN WITNESS WHEREOF,  SCANA and the Trustee have caused this Trust to be
executed on their behalf and their  respective  seals to be hereunto affixed and
attested by their respective  officers thereunto duly authorized,  as of the day
and year first above written.



ATTEST:
                                                     SCANA Corporation

         [SEAL]



Secretary


                                                     Its (TITLE)


                                                     TRUSTEE

         [SEAL]



Secretary


                                                     Its (TITLE)



